10-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K


☑	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 814-01489

North Haven Private Income Fund LLC

(Exact name of registrant as specified in its charter)


Delaware		87-4562172
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1585 Broadway New York, NY		10036
(Address of principal executive offices)		(Zip Code)

1 212-761-4000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
None	None	None

Securities registered pursuant to Section 12(g) of the Act: Class S Units

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☐

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2025, there was no established public market for the registrant’s limited liability company units.

The number of the registrant’s Class S Units outstanding at March 3, 2026 was 185,125,779.

Auditor Firm Id: 34 Auditor Name: Deloitte & Touche LLP Auditor Location: New York, New York

North Haven Private Income Fund LLC

TABLE OF CONTENTS


Part I
Item 1.	Business	4
Item 1A.	Risk Factors	29
Item 1B.	Unresolved Staff Comments	60
Item 1C.	Cybersecurity	60
Item 2.	Properties	62
Item 3.	Legal Proceedings	62
Item 4.	Mine Safety Disclosures	62
Part II
Item 5.	Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities	63
Item 6.	[Reserved]	66
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	67
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	78
Item 8.	Consolidated Financial Statements and Supplementary Data	80
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	168
Item 9A.	Controls and Procedures	168
Item 9B.	Other Information	168
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	168
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	169
Item 11.	Executive Compensation	173
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters	174
Item 13.	Certain Relationships and Related Transactions and Director Independence	175
Item 14.	Principal Accountant Fees and Services	176
Part IV
Item 15.	Exhibits and Financial Statement Schedules	177
SIGNATURES

EXPLANATORY NOTE

In this report, except where the context suggests otherwise:

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the terms “we,” “us,” “our,” and the “Company” refer to North Haven Private Income Fund LLC, a Delaware limited liability company, together with its consolidated subsidiaries, where applicable;

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the terms “Morgan Stanley” or the “Firm” refer to Morgan Stanley (NYSE: MS) and its consolidated subsidiaries. For the avoidance of doubt, we are not a subsidiary of, or consolidated with, Morgan Stanley;

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the term “IM” refers to the Morgan Stanley Investment Management platform, which is Morgan Stanley’s investment management unit and represents one of Morgan Stanley’s three business segments;

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the term “MS Private Credit” refers to the North America private credit strategies within the private credit platform of IM;

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the terms “Adviser” or “Investment Adviser” refer to MS Capital Partners Adviser Inc., our investment adviser, an indirect, wholly owned and consolidated subsidiary of Morgan Stanley;

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the term “Administrator” refers to MS Private Credit Administrative Services LLC, our administrator, an indirect, wholly owned and consolidated subsidiary of Morgan Stanley;

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the term “MS BDCs” refers to the Company and the other business development companies, or BDCs, advised by our Adviser;

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the term “Units” refers to our Class S Units; and

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references to “this Form 10-K” and “this report” are to this Annual Report on Form 10-K for the year ended December 31, 2025.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report, including the documents we incorporate by reference into this report, contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and you should not place undue reliance on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs and opinions and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:

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our future operating results;

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our business prospects and the prospects of our portfolio companies;

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risk associated with possible disruptions in our operations or the economy generally, including disruptions from the impact of global health events and natural disasters;

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uncertainty and changes in the general interest rate environment;

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general economic, political and industry trends and other external factors, including government shutdowns and uncertainty surrounding the financial and political stability of the United States and other countries;

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the effect of an inflationary economic environment on our portfolio companies, our financial condition and our results of operations;

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the impact of interruptions in the supply chain on our portfolio companies;

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disruptions related to tariffs and other trade or sanctions issues;

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our contractual arrangements and relationships with third parties;

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actual and potential conflicts of interest with our Adviser and its affiliates;

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the dependence of our future success on the general economy and its effect on the industries in which we invest;

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the ability of our portfolio companies to achieve their objectives;

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the timing and amount of cash flows, distributions and dividends, if any, from the operations of our portfolio companies;

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the use of borrowed money to finance a portion of our investments;

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the adequacy of our financing sources and working capital;

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the ability of our Adviser to locate suitable investments for us and to monitor and administer our investments;

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the ability of our Adviser and its affiliates to attract and retain highly talented professionals;

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our ability to maintain our qualification as a BDC and as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”);

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the impact on our business of U.S. and international financial reform legislation, rules and regulations;

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currency fluctuations, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars, could adversely affect the results of our investments in foreign companies;

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the effect of changes in tax laws and regulations and interpretations thereof; and

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the risks, uncertainties and other factors we identify under “Item 1A. Risk Factors” and elsewhere in this report.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statements in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” and elsewhere in this report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the Securities and Exchange Commission (the “SEC”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

You should understand that under Section 27A(b)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act.

Part I

Item 1. Business

We are a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. We have elected to be regulated as a BDC under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated, and intend to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Code. We are a private, perpetual-life BDC, which is a BDC whose units are not listed for trading on a stock exchange or other securities market. We use the term “perpetual-life BDC” to describe an investment vehicle of indefinite duration whose units are intended to be sold by us monthly on a continuous basis at a price generally equal to our monthly net asset value per Unit. We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. We are externally managed by the Adviser, an indirect wholly owned subsidiary of Morgan Stanley.

Our investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies in which private equity sponsors have a controlling equity stake in the portfolio company. For the purposes of this report, “middle-market companies” refers to companies that, in general, generate annual earnings before interest, taxes, depreciation and amortization, or EBITDA, in the range of approximately $15 million to $200 million, although not all of our portfolio companies will meet this criterion.

We invest primarily in directly originated senior secured term loans including first lien senior secured term loans (including unitranche loans) and second lien senior secured term loans, with the balance of our investments expected to be in higher-yielding assets such as mezzanine debt, unsecured debt, equity investments and other opportunistic asset purchases. Typical middle-market senior loans may be issued by middle-market companies in the context of leveraged buyouts, or LBOs, acquisitions, debt refinancings, recapitalizations, and other similar transactions. We generally expect our debt investments to have a stated term of five to eight years and typically to bear interest at a floating rate usually determined on the basis of a benchmark such as the Secured Overnight Financing Rate, or SOFR. We also make investments in traded bank loans and other liquid debt securities of U.S. corporate issuers, including broadly syndicated loans, which may provide more liquidity than our private credit investments, for cash management purposes, including to manage payment obligations under our unit repurchase program. Depending on various factors, including our cash flows and the market for middle-market company debt investments, we expect that our liquid loan portfolio could represent a material portion of our investments from time to time.

We generate revenues primarily in the form of interest income from investments we hold. In addition, we generate income from dividends or distributions of income on any direct equity investments, capital gains on the sale of loans and debt and equity securities, and various other loan origination and other fees, including commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.

The middle-market loans in which we generally invest are typically not rated by any rating agency, but we believe that if they were rated, they would be below investment grade (rated lower than “Baa3” by Moody’s Investors Service, lower than “BBB-” by Fitch Ratings or lower than “BBB-” by Standard & Poor’s Ratings Services), which under the guidelines established by these rating agencies is an indication of having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Debt instruments that are rated below investment grade are sometimes referred to as “high yield bonds” or “junk bonds.”

Our investment approach is focused on long-term credit performance, risk mitigation and preservation of principal. Utilizing our proprietary investment approach, we intend to execute on our investment objective by (1) utilizing the Adviser’s and the Firm’s longstanding and deep relationships with middle-market companies, private equity sponsors, commercial and investment banks, industry executives and financial intermediaries to provide a strong pipeline of investment opportunities, (2) implementing the Adviser’s rigorous, fundamentals-driven and disciplined investment and risk

management process, (3) drawing on the investment committee’s extensive experience in credit and principal investing, credit analysis and structuring and (4) accessing Morgan Stanley’s global resources.

By leveraging the established origination and underwriting capabilities within the MS Private Credit platform and targeting an attractive investing area in the U.S. middle-market, we believe we are able to offer attractive risk-adjusted returns to our investors. We remain highly focused on conducting extensive due diligence and leveraging the Morgan Stanley platform. We continue to seek to invest in companies that are led by strong management teams, generate substantial free cash flow, have leading market positions, benefit from sustainable business models, and are well positioned to perform well despite the impact of recent market volatility. We believe the current market environment continues to be attractive and offers opportunities to seek compelling risk adjusted returns and will continue to deploy capital in a prudent manner. Our investment pace will depend on several factors including the market environment, the current economic environment, and deal flow.

The Adviser

Morgan Stanley launched its private credit platform in 2010. The private credit platform includes dedicated strategies targeting different credit products, asset yields and issuer sizes, resulting in a platform that we believe is well positioned to provide scale and flexible financing solutions to borrowers, maximize deal origination and enhance the ability to generate attractive risk adjusted returns for our unitholders. These strategies include MS Private Credit, European Private Credit, Flexible Credit and Growth Credit.

Our Adviser, an indirect, wholly owned subsidiary of Morgan Stanley, was established in 2007 and serves as the investment adviser for various funds, accounts and strategies, including the funds and accounts on the MS Private Credit platform, including the MS BDCs, and managed approximately $26.2 billion in committed capital1 as of February 1, 2026.

MS Private Credit’s primary areas of focus include:

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Direct Lending. The Direct Lending strategy includes us, the other MS BDCs and other funds and separately managed accounts. Investments are made primarily in directly originated first lien senior secured and second lien senior secured loans, mezzanine notes, unsecured debt, preferred stock, and common stock issued by U.S. middle-market companies owned by private equity firms, typically, although not always, with annual EBITDA up to $200 million. As of February 1, 2026, Direct Lending managed approximately $23.0 billion in committed capital.

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Opportunistic Credit. Investments are made primarily in complex assets, unusual credit situations or companies experiencing difficulties in sourcing capital. Other potential investments included in this category may include purchasing public or private securities in the open market at deep discounts to their fundamental value. Investments are made primarily in first lien senior secured and second lien senior secured loans, mezzanine notes, unsecured debt, preferred stock and common stock issued by U.S. middle-market companies, typically, although not always, with annual EBITDA of $10 million to $100+ million. As of February 1, 2026, Opportunistic Credit managed approximately $3.2 billion in committed capital.

Our Adviser’s investment committee servicing us, or the Investment Committee, is comprised of nine senior investment professionals of IM and is chaired by Ashwin Krishnan, our Chief Investment Officer. The Investment Committee members have an average of 25 years of relevant industry experience and have experience investing across multiple credit cycles and different investing environments, including the global financial crisis of 2008. All investment decisions are reviewed and approved by the Investment Committee, which has principal responsibility for approving new investments and overseeing the management of existing investments.

Our Adviser is served by experienced investment professionals, or the Investment Team, within the MS Private Credit platform. The Investment Team is responsible for origination, due diligence, underwriting, structuring and monitoring each investment throughout its life cycle. In addition to our executive officers and their support teams, the MS Private Credit platform is supported by numerous professionals in legal, compliance, risk management, finance, accounting and tax who help support the platform by providing guidance on our operations.

Morgan Stanley, the parent of our Adviser, is a global financial services firm whose predecessor companies date back to 1924 and, through its subsidiaries and affiliates, advises, originates, trades, manages and distributes capital for governments, institutions and individuals. Morgan Stanley maintains a significant market position in each of its business divisions—Institutional Securities Group, or ISG, Wealth Management, or WM, and IM.

IM is a global investment manager, delivering innovative investment solutions across public and private markets. As of December 31, 2025, IM managed approximately $1.9 trillion in assets under management across its business lines, which include equity, fixed income, liquidity, real assets and private investment funds.

Expense Support and Conditional Reimbursement Agreement

We have entered into the Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser. The Adviser may elect to pay certain of our expenses on our behalf (each, an “Expense Payment”), provided that no portion of the payment will be used to pay any of our interest expense and/or unitholder servicing fee. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company in any combination of cash or other immediately available funds no later than 45 days after such commitment was made in writing, and/or offset against amounts due from the Company to the Adviser or its affiliates. Any reimbursement to the Adviser pursuant to the terms of the Expense Support Agreement would be our expense and would ultimately be borne by our unitholders.

1 Committed capital is calculated as aggregate capital commitments received and total committed leverage within each of the funds or accounts with exception for funds past their investment period, where committed capital is calculated as invested capital.

The Expense Support Agreement may require the Company to repay the Adviser for previously waived reimbursement of Expense Payments under certain circumstances. The previously waived expenses are potentially subject to repayment by the Company, if at all, within a period not to exceed three years from the date of the relevant waiver.

Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to our unitholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), we shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by us shall be referred to herein as a “Reimbursement Payment.” “Available Operating Funds” means the sum of (i) our net “investment company taxable income”, as defined by the Code, which generally includes net ordinary income and net short-term taxable gains reduced by net long-term capital losses, (ii) our net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) distributions and other distributions paid to us on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above). No Reimbursement Payment for any calendar month will be made if our Operating Expense Ratio (as defined below) at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. The “Operating Expense Ratio” is calculated by dividing all of our operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies, less organizational and offering expenses, base management and incentive fees owed to the Adviser, shareholder servicing and/or distribution fees, and interest expense, by our average net assets.

The Administrator

Our Administrator, an indirect, wholly owned subsidiary of Morgan Stanley, provides the administrative services necessary for us to operate pursuant to an administration agreement, dated November 4, 2021 between us and the Administrator (the “Administration Agreement”). The Administration Agreement was most recently re-approved by our Board of Directors (the “Board” or the “Board of Directors”) in August 2025.

We pay our Administrator our allocable portion of certain expenses incurred by our Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer. Our Administrator is reimbursed for certain expenses it incurs on our behalf, which expenses are ultimately borne by our unitholders. Our Administrator reserves the right to waive all or part of any reimbursements due from us at its sole discretion. See “––Administration Agreement” below for a discussion of the expenses that we reimburse to the Administrator (subject to the review and approval of our Independent Directors (as defined below)).

Investments

As of December 31, 2025, we had investments in 313 portfolio companies across 44 industries. Based on fair value as of December 31, 2025, approximately 99.9% of our debt portfolio was invested in debt bearing a floating interest rate, which are primarily subject to interest rate floors for the applicable reference rate. As of December 31, 2025, our weighted average total yield of investments in debt securities at amortized cost was 9.0%. Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of December 31, 2025.

Investment Strategy

Our primary investment strategy is to make privately negotiated senior secured credit investments in U.S. middle-market companies that have leading, defensible market positions, enjoy high barriers to entry, such as high startup costs or other obstacles that prevent new competitors from easily entering the portfolio company’s industry or area of business, generate strong and stable free cash flow and are led by a proven management team with strong private equity sponsor backing. Our investment approach is focused on long-term credit performance, risk mitigation and preservation of capital. Our Adviser employs a highly rigorous, fundamentals-driven and disciplined investment process developed and refined by the investment professionals of the MS Private Credit platform. The Investment Team works on a particular transaction from origination to close and continues to monitor each investment throughout its life cycle.

We invest primarily in companies backed by leading private equity sponsors with strong track records. We believe lending to sponsor-backed companies (or companies where private equity sponsors hold a controlling equity position) versus non-sponsor-backed companies (or companies where private equity sponsors do not hold a controlling equity position) has many distinct potential advantages including:

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Strong, predictable deal flow given significant private equity committed capital;

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Well-capitalized borrowers, including potential access to additional capital from sponsors, if needed;

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Access to detailed financial, operational, industry data, and third-party legal and accounting due diligence reports conducted by the sponsor as part of their due diligence;

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Proper oversight and governance provided by an experienced management team and a board of directors, as well as other industry and/or operating expertise from the sponsors;

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Natural alignment of interests between lender and sponsor given focus on exit strategy; and

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Supplemental diligence beyond the credit analysis of the borrower, given the ability to analyze track records of each private equity firm.

We have created what we believe is a defensive portfolio of investments that is anchored in first lien senior secured loans and focused on generally avoiding issuer or industry concentration in order to mitigate risk and achieve our investment objective.

We focus primarily on U.S. middle-market companies. However, to the extent that we invest in foreign companies, we intend to do so in accordance with the limitations under the 1940 Act and only in jurisdictions with established legal frameworks and a history of respecting creditor rights, including Canada, the United Kingdom and countries that are members of the European Union, as well as Australia and Japan. Our investment strategy is predicated on seeking to lend to companies with proven management teams in what we believe to be non-cyclical industry sectors. Additionally, we typically avoid direct exposure to investments in certain sectors such as in companies whose primary revenues are related to retail, restaurants, energy, alcohol, tobacco, and pornography, and for the avoidance of doubt, investments in such sectors are separate and apart from the ESG (as defined below) considerations described below. See “—Investment Process—Due Diligence & Structuring” below.

Investment Criteria

In order to achieve our investment objectives, we seek to build an investment portfolio that consists primarily of directly originated floating-rate first lien senior secured term loans (including unitranche loans) and second lien senior secured term loans of U.S. middle-market companies. The balance of our investments is expected to be in higher-yielding assets such as mezzanine debt, unsecured debt and equity investments in U.S. middle-market companies, and other opportunistic asset purchases. Our debt investments typically have maturities of five to eight years. We seek to create and have created what we believe is a defensive portfolio of investments by focusing on generally avoiding issuer or industry concentration and anchoring our portfolio in first lien loans in order to mitigate risk and achieve our investment objective.

We expect our target portfolio companies to exhibit some, or all, of the following characteristics at the time of the initial investment, although not all of our portfolio companies will meet these criteria:

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EBITDA of $15 – $200 million;

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Defensible, leading market positions;

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Unique or specialized strategy or other meaningful barriers to entry;

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Low technology or market risks;

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Diversified product offering, customer and supplier base;

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Stable cash flows;

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Low capital expenditure requirements;

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General avoidance of what we believe to be cyclical industry sectors;

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Predominantly North American base of operations;

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Typical loan-to-value of up to 60%; and

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Experienced management teams with successful track records.

Key themes of our investment strategy include:

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Maintaining an appropriate allocation of first lien senior secured and second lien senior secured debt to allow us to achieve attractive returns within the targeted risk profile, while investing prudently based on the market and economic environment;

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Performing thorough fundamental business and industry due diligence;

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Conducting in-depth due diligence on management teams and sponsors to bolster our position that we are investing in businesses led by experienced professionals;

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Structuring investments focused on providing us with security, documentation protection and current income while seeking to provide our borrowers with adequate liquidity and flexibility to operate; and

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Ongoing active management of our portfolio companies through consistent dialogue with management and/or the sponsor, review of financial reporting, monitoring of key performance indicators and evaluation of exit strategies.

Investment Criteria-Liquid Credit

Our Adviser invests a portion of our portfolio in traded bank loans and other liquid debt securities of U.S. corporate issuers, including broadly syndicated loans, for cash management purposes including, among other things, to manage payment obligations under our unit repurchase program. These investments are primarily in floating rate first lien senior secured broadly distributed loans to U.S. corporate issuers. Our Adviser focuses on issuers with a proven management team, strong market position, strong ownership and significant junior capital cushion, which means any equity and debt in the capital structure that ranks junior to the debt securities acquired by the Company, which our Adviser believes help mitigate risks.

Market Opportunity

We believe the middle market direct lending market environment continues to be attractive, despite the recent market volatility driven in part by trade policy, uncertainty surrounding the implementation of artificial intelligence, or AI, among other factors. We expect that a series of market dynamics may provide for significant financing opportunities for lenders like us, which have longstanding and deep relationships with middle market private equity firms. Additionally, we believe that sponsored, middle market direct lending provides investors with attractive risk-adjusted return opportunities relative to other asset classes.

Demand for Direct Lending Solutions

We believe that demand has increased for financing from direct lenders relative to other sources because of the attractiveness of the product as well as structural and market factors. According to Preqin, private credit’s share of the sub-investment grade credit market, relative to the high yield and syndicated loan markets, has increased from 3% in 2010 to 25% as of June 30, 2025.

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Fundamental Attributes of Product: We believe that when private equity sponsors experience the flexibility of private credit transactions and the speed and certainty of execution, they will continue to seek financing from non-bank lenders. We believe this presents a compelling opportunity for us to invest in quality companies on attractive terms and conditions.

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Market Share Gains for Direct Lending: Bank participation in middle-market secured loans has decreased in recent years. Additionally, certain private equity sponsors who historically sought to finance their transactions in the public, syndicated markets have turned to private credit providers, including us, to finance their transactions.

Large and Growing U.S. Middle-Market

We believe U.S. middle-market companies represent a large and growing opportunity set and will likely require additional amounts of private debt financing for various purposes. The U.S. middle market is the third largest economy, as measured by gross domestic product.

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Significant Refinancing Needs: Recent data from LSEG LPC, a premier global provider of information on the syndicated loan and high yield bond markets, indicates that there were more than $657 billion of middle-market loans with maturities between the first quarter of 2026 and the third quarter of 2031 that will likely require a refinancing event.

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Robust Private Equity Dry Powder: In addition, data from Preqin shows that global private equity managers currently have over $1.1 trillion of raised, but not yet invested, capital, representing a sizeable pool of support for both new and existing investments.

We expect that these two important dynamics will provide for significant financing opportunities for lenders like us who have longstanding and deep relationships with middle-market private equity firms.

Attractive Attributes of Middle-Market Direct Lending

We believe that focusing on lending to private equity owned middle-market businesses provides for attractive risk adjusted return opportunities, due to several structural and market factors. We have seen some recovery in leveraged buyout activity in recent quarters, and we believe that the private credit market continues to present high quality opportunities that could offer compelling risk-adjusted returns.

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Seniority in Capital Structure: We believe senior secured middle market loans typically have strong defensive characteristics, including priority in payment among a portfolio company’s security holders, which generally means they carry the least risk among investments in the capital structure.

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Floating Rate: We believe that the Company is well positioned in the current interest rate environment. The Company invests primarily in floating rate debt investments, which bear higher yields when base rates are higher.

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Covenants: We seek to underwrite loans that have legal documentation that contains meaningful protections, including financial maintenance covenants. Such protective documentation terms typically limit the ability for a borrower to incur additional debt and protects lender collateral. We also believe that contractual reporting requirements allow us to diagnose and respond to borrower underperformance typically before value materially erodes. We believe it is this more conservative loan structuring that also contributes to the better overall performance of middle-market loans.

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Equity Support: Purchase price multiples for middle market leveraged buyouts have increased substantially since 2013, while the increase in leverage multiples has not been nearly as dramatic. As a result, private equity owners have been contributing a significant share of equity beneath the debt in the capital structure, which we believe provides us with meaningful cushion in the event of underperformance or an economic downturn. The private equity sponsor can also be a source for incremental ongoing support for the business in the event the borrower experiences stress.

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Illiquidity Premium: We believe middle market loans generally tend to offer more attractive economics, including higher spreads in exchange for their illiquidity, relative to syndicated loans. Since 2013, middle market loans have generally exhibited 150+ basis points of incremental spread premium over broadly syndicated loans on average.

We believe that the combination of these structural and market benefits has contributed to the historical outperformance of middle-market loans. From 2017 to 2025, senior middle-market loans have produced lower loss rates than leveraged loans and high yield bonds.

Competitive Advantages

We believe we are able to execute on our investment objective and achieve attractive risk-adjusted returns as a result of our competitive strengths. In addition to the Adviser’s relationships with middle-market private equity firms, the Firm has relationships with many middle-market private equity firms and middle-market companies that may provide significant investment opportunities. MS Private Credit is the primary private credit investment management platform of the Firm. The Adviser capitalizes on the significant number of lending opportunities with middle-market companies through relationships established by the Firm and otherwise. We believe the large volume of potential lending opportunities and scale of the MS Private Credit origination and due diligence platform allows us to increase investment selectivity and potentially enhance risk-adjusted returns.

Ability to Leverage Morgan Stanley’s Relationships and Network

Morgan Stanley has a substantial network of business relationships with individuals, companies, institutions and governments in the United States and around the world, which we believe is a potential source of investment opportunities for us and differentiates us relative to other BDCs. Additionally, we believe that this network may potentially assist our portfolio companies through our efforts to make introductions and referrals to the investment banking and capital markets services of the Firm.

In all cases, subject to applicable laws, rules and regulations, information barriers, confidentiality provisions and policies and procedures, our Adviser utilizes Morgan Stanley’s global resources throughout the life cycle of each investment. The investment teams may consult with teams across IM, ISG (and its business units, Investment Banking, Sales and Trading, Commodities and Equity and Fixed Income Research) and WM to assess potential investments and determine the investment opportunities to which we should devote substantial time and resources. We believe that we benefit, where appropriate, from the expertise, infrastructure, track record, relationships and institutional knowledge of Morgan Stanley.

Morgan Stanley has no obligation, contractual or otherwise, to support us. Morgan Stanley has no history of financially supporting any of the BDCs on the MS Private Credit platform, even during periods of financial distress. Access to certain parts of Morgan Stanley may be limited in certain instances by a number of factors, including third-party confidentiality obligations and information barriers established by Morgan Stanley in order to manage compliance with applicable law and potential conflicts of interest and regulatory restrictions, including without limitation joint transaction restrictions pursuant to the 1940 Act and internal policies and procedures. The investment sources described above are not necessarily indicative of all sources that the Adviser may utilize in sourcing investments for us. There can be no assurance that the Adviser will be able to source investments from any one or more parts of the Morgan Stanley network, implement our strategy, achieve our investment objectives, find investments that fit its investment criteria or avoid substantial losses. For additional information, see “Part I, Item 1A. Risk Factors—Risks Relating to Our Business and Structure—There are significant potential conflicts of interest that could affect our investment returns.”

Highly Differentiated Deal Sourcing Advantages

We believe the relationships that the Investment Team maintains with sponsors, commercial and investment banks, industry executives and financial intermediaries provide a strong pipeline of proprietary investment opportunities. However, unlike many other competing alternative lending strategies, our Adviser operates within a global financial institution with multiple groups within the Firm. We expect the broader Morgan Stanley platform to be a source of potential lending opportunities. We believe this position within the Firm is a key factor that differentiates us and constitutes a meaningful competitive advantage relative to other private credit funds and BDCs.

Distinctive Approach to Credit Investing and Due Diligence

We believe that our Adviser utilizes an investment approach that is differentiated in the industry. Our Adviser employs a highly rigorous, fundamentals-driven and disciplined investment process which has been developed utilizing Morgan Stanley’s extensive investing experience. The Adviser generally seeks to invest in companies that have leading, defensible market positions, generate strong and stable free cash flow, and have high barriers to entry, highly capable management teams and strong private equity sponsor ownership. We believe that our Adviser’s investment approach coupled with our portfolio construction strategy, right-sized capital base, and focus on documentation protection, differentiates us from our competitors.

Experienced and Accomplished Investment Team & Investment Committee

The Investment Team is led by investment professionals with extensive experience in credit and principal investing, credit analysis, credit origination and structuring. Ashwin Krishnan, our Chief Investment Officer, has principal portfolio management responsibility for us and serves as Chair of the Investment Committee. Mr. Krishnan has 25 years of experience in private credit, including origination, senior secured, mezzanine and opportunistic lending, and leveraged finance, and he also currently serves in the same capacity for each of the MS BDCs. Mr. Krishnan serves as the Head and Chief Investment Officer of Morgan Stanley’s North America Private Credit Platform and chairs the investment committees of the platform.

The Investment Committee members have an average of 25 years of relevant industry experience. The Investment Committee is comprised of senior members of IM and provides guidance to the Investment Team throughout the investment process.

In addition, the Investment Team has strong private equity sponsor and intermediary relationships and a highly developed network within Morgan Stanley. Collectively, the investment professionals of the Adviser have substantial leveraged lending experience, and we believe the Investment Team is well positioned to generate attractive risk-adjusted returns.

Investment Process

Our investment activities are managed by our Adviser. Our Adviser is responsible for origination, underwriting, structuring and monitoring our investments.

The Adviser’s investment process has five stages: Origination, Preliminary Screen, Due Diligence & Structuring, Investment Committee Approval & Closing and Portfolio Management, and it employs the same rigorous and disciplined investment process to all types of investments. The Investment Team works on a particular transaction from origination to close and continues to monitor each investment throughout its life cycle.

Origination

We believe we benefit from the Adviser’s highly differentiated direct origination platform. The MS Private Credit origination platform is complemented by opportunities sourced by other Morgan Stanley divisions and businesses.

The Firm has deep relationships with many middle-market private equity firms and middle-market companies that may provide significant investment opportunities. MS Private Credit is the primary private credit investment management platform across the Firm. The Adviser seeks to capitalize on the significant number of lending opportunities with middle-market companies through relationships established by the Firm.

We believe the large volume of untapped potential lending opportunities and the scale of the MS Private Credit origination and due diligence platform allows us to increase investment selectivity and potentially enhance risk-adjusted returns.

Preliminary Screen

An initial review of each investment opportunity is conducted by the Investment Team to determine whether it is consistent with our investment objectives and credit standards. If the opportunity fits our investment objective and 1940 Act requirements, the opportunity is further evaluated by the Investment Team. The Investment Team utilizes the extensive industry expertise resident in IM and ISG (subject in all cases to applicable regulations, confidentiality provisions, information barriers and policies and procedures) to assist in this preliminary evaluation, if available. Access to these resources allows the Investment Team to assess each opportunity quickly and effectively and enables it to focus only on compelling opportunities.

If the members of the Investment Team conducting the initial review conclude that the investment opportunity meets our objectives, the Investment Team prepares a screening memo which is discussed with a subset of the Investment Committee at a Preliminary Screen meeting. At a Preliminary Screen meeting, the Investment Team presents an overview of the business, proposed capital structure, proposed terms (if applicable at this stage), key investment highlights and risks, and preliminary financial analysis. Opportunities that are approved at the Preliminary Screen meeting advance to the Due Diligence & Structuring phase.

Due Diligence & Structuring

All investment opportunities that pass the Preliminary Screen are subject to a comprehensive due diligence process. The Adviser uses both internal and external resources in its due diligence process, including leveraging the extensive industry expertise resident in Morgan Stanley’s businesses (subject in all cases to availability, applicable regulations, confidentiality provisions, information barriers and policies and procedures). Diligence typically involves meeting with company management and the private equity sponsor to achieve a comprehensive understanding of the portfolio company’s competitive positioning, competitive advantage, company strategy and risks and mitigants associated with the proposed investment.

Additionally, the Investment Team, to the extent applicable, conducts supplemental diligence including:

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Financial analysis;

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Capital structure review;

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Covenant analysis;

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Review of third-party due diligence reports (financial, industry, legal, technology, insurance and/or environmental);

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Industry research;

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Customer calls;

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Industry expert calls;

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Evaluation of impact due to implementation of artificial intelligence;

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Management background checks;

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Consideration of environmental, social and governance (“ESG”) issues; and

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Negotiation of legal documentation.

The Investment Team reviews ESG considerations as part of its due diligence process. These considerations include, but are not limited to, whether the borrower has formal ESG and compliance policies, the type of activities carried on by the borrower (e.g., energy usage, carbon emissions, fossil fuel exposure, or nuclear energy) and the borrower’s hiring practices. The identification of a material ESG risk will not necessarily be determinative in our Adviser’s decision on whether to lend to a potential borrower, and we may invest in portfolio companies that score poorly in our Adviser’s ESG due diligence.

Investment Committee Approval & Closing

The Investment Committee is engaged throughout the investment process to provide guidance on best practices, industry expertise and related deal experience drawn from their relevant experience.

Based on the findings in the Due Diligence & Structuring phase, the Investment Team prepares a detailed memo that is presented to the Investment Committee.

A majority of the Investment Committee, including approval by Ashwin Krishnan, must approve a transaction in order for us to pursue the opportunity. Once approved, the Investment Team works towards closing and funding the investment. Any changes to the investment after approval along with key legal terms are documented and circulated to the Investment Committee prior to closing in the form of a closing memo.

Portfolio Management

We believe that proactive monitoring of our portfolio companies is an important part of the investment process. The Adviser engages in formal and informal dialogue with portfolio company management teams and private equity sponsors, and uses internal resources including leveraging extensive industry expertise resident in Morgan Stanley’s businesses, as appropriate (subject in all cases to applicable regulations, confidentiality provisions, information barriers and policies and procedures) in an attempt to give us an ongoing advantage relative to other investors in the portfolio company. The Adviser typically receives quarterly financial reports from portfolio companies. This information access and ongoing interaction with portfolio companies and sponsors should provide the Adviser with the ability to anticipate any potential performance or liquidity issues at an early stage and to work proactively toward mitigating potential losses. Our Adviser holds quarterly portfolio reviews. In conjunction with the quarterly portfolio reviews, the Adviser compiles a quarterly risk report that examines, among other things, migration in portfolio and loan level investment mix, industry diversification, review of trends of specific industries, internal risk ratings (“Internal Risk Ratings”), revenue, EBITDA and leverage.

Frequency of review of individual portfolio companies is determined on a case-by-case basis, based on an internal risk rating (“Internal Risk Rating”), total exposure and other criteria set forth by the Investment Committee. Performing loans, or loans on which the borrower has historically made payments of principal and interest on time, are typically discussed every quarter, while any loan that has been downgraded under our Internal Risk Rating scale is typically discussed more frequently as appropriate. In addition, the Adviser holds weekly “watchlist” meetings which include a discussion of all investments that have been downgraded, or are at risk for downgrade, under our Adviser’s Internal Risk Rating system.

As part of the monitoring process, our Adviser has developed risk policies pursuant to which it regularly assesses the risk profile of each of our debt investments. Our Adviser has developed a classification system to group investments into four categories. The investments are evaluated regularly and assigned a category based on certain credit metrics. Please see below for a description of the four categories of the Investment Adviser’s Internal Risk Rating system:

Risk Rating 1 — In the opinion of our Investment Adviser, investments in Risk Rating 1 involve the least amount of risk relative to our initial cost basis at the time of origination or acquisition. Risk Rating 1 investment performance is above our initial underwriting expectations, and the business trends and risk factors present are generally favorable, which may include trends and factors such as the performance of the portfolio company or the likelihood of a potential exit.

Risk Rating 2 — In the opinion of our Investment Adviser, investments in Risk Rating 2 involve a level of risk relative to our initial cost basis at the time of origination or acquisition. Risk Rating 2 investments are generally performing in line with our initial underwriting expectations and risk factors to ultimately recoup the cost of our principal investment and are neutral to favorable. All new originated or acquired investments are initially included in Risk Rating 2.

Risk Rating 3 — In the opinion of our Investment Adviser, investments in Risk Rating 3 indicate that the risk to our ability to recoup the initial cost basis at the time of origination or acquisition has increased materially since the origination or acquisition of the investment, such as due to declining financial performance and non-compliance with debt covenants; however, principal and interest payments are not more than 120 days past due.

Risk Rating 4 — In the opinion of our Investment Adviser, investments in Risk Rating 4 involve a borrower performing substantially below expectations and indicate that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance, and payments are substantially delinquent. For Risk Rating 4 investments, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis at the time of origination or acquisition upon exit.

Our Adviser rates the investments in our portfolio at least quarterly, and it is possible that the rating of a portfolio investment may be changed over time. For investments rated 3 or 4, our Adviser enhances its level of scrutiny over the monitoring of such portfolio company by conducting a formal review of the portfolio company on a monthly basis and taking any actions deemed appropriate from the results of such review. Refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Portfolio, Investment Activity and Results of Operations” for further details.

Beyond the policies and protocols detailed above, our Investment Team performs analysis and projections in response to market conditions to assess potential exposure to our portfolio. Sample analysis includes evaluation of the impact from market, economic and geopolitical conditions that may from time to time result in periods of capital market volatility and economic uncertainty.

The Internal Risk Ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.

Liquid Loan Portfolio

Our Adviser invests a portion of our portfolio in traded bank loans and other liquid debt securities of U.S. corporate issuers, including broadly syndicated loans, for cash management purposes including, among other things, to manage payment obligations under our unit repurchase program. Our Adviser’s credit research analysts, specialized by industry, conduct a thorough four-part analysis - fundamental credit analysis, quantitative analysis, structural analysis and relative value analysis and identify investments that meet the parameters. Depending on various factors, including our cash flows and the market for middle-market company debt investments, we expect that our liquid loan portfolio could represent a material portion of our investments from time to time.

Allocation of Investment Opportunities and Potential Conflicts of Interest; Co-Investment Opportunities

As a diversified global financial services firm, Morgan Stanley engages in a broad spectrum of activities. In the ordinary course of its business, Morgan Stanley is a full-service investment banking and financial services firm and therefore engages in activities where Morgan Stanley’s interests or the interests of its clients may conflict with the interests of our unitholders. Morgan Stanley has advised and may advise clients and has sponsored, managed or advised Affiliated Investment Accounts (as defined below) with a wide variety of investment objectives that in some instances may overlap or conflict with our investment objectives and present conflicts of interest. Certain members of the Investment Team and the Investment Committee will

make investment decisions on behalf of Affiliated Investment Accounts, including Affiliated Investment Accounts with investment objectives that overlap with ours. The term “Affiliated Investment Accounts” includes certain alternative investment funds, regulated funds and investment programs, accounts and businesses that are advised by or affiliated with the Adviser or its affiliates or through which IM otherwise conducts its business, together with any new or successor to such funds, programs, accounts or businesses. For instance, the Adviser serves as the investment adviser to the other MS BDCs.

These activities create potential conflicts in allocating investment opportunities among us and other Affiliated Investment Accounts. As a BDC regulated under the 1940 Act, we are subject to certain limitations relating to co-investments and joint transactions with affiliates, which likely will, in certain circumstances, limit our ability to make investments or enter into other transactions alongside the Adviser and other Affiliated Investment Accounts. Although the Adviser has implemented allocation policies and procedures, there can be no assurance that such regulatory restrictions will not adversely affect our ability to capitalize on attractive investment opportunities. See “—Investments by Morgan Stanley and its Affiliated Investment Accounts.”

We may, however, invest alongside the Affiliated Investment Accounts, including the MS BDCs, and any proprietary accounts of Morgan Stanley, if applicable, in certain circumstances where doing so is consistent with our Adviser’s allocation policies and procedures, applicable law and SEC staff interpretations, guidance and any exemptive relief order applicable to us and/or the Adviser. Pursuant to the exemptive relief granted by the SEC to us and our Adviser on June 3, 2025 (the “Order”), which supersedes the co-investment order issued to us and the Adviser on August 2, 2022 and amended on January 14, 2025, we are able to enter into certain negotiated co-investment transactions alongside certain Regulated Funds and Affiliated Entities (each as defined in the Order), in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. The Order contains certain conditions and requires the Board to maintain oversight of our participation in the co-investment program. The Order also requires a “required majority” (as defined in Section 57(o) of the 1940 Act) of our eligible directors to make certain conclusions pursuant to Section 57(f) of the 1940 Act in connection with certain co-investment transactions, including co-investment transactions in which an affiliate is an existing investor in the portfolio company, non-pro rata follow on investments and non-pro rata dispositions of investments. See “—Co-Investment Transactions.”

Investments by Morgan Stanley and Its Affiliated Investment Accounts

Morgan Stanley has advised, and may advise, clients and has sponsored, managed or advised the Affiliated Investment Accounts with a wide variety of investment objectives that in some instances may overlap or conflict with our investment objectives and present conflicts of interest, including without limitation, the MS BDCs, whose investment objectives overlap with ours. In addition, Morgan Stanley routinely makes equity and private debt investments in connection with its global business and operations. MS Private Credit may also from time to time create new or successor Affiliated Investment Accounts, which may include proprietary accounts of Morgan Stanley, that may compete with us for investment opportunities or overlap in terms of investment strategy and may present similar conflicts of interest. Morgan Stanley and/or some of its Affiliated Investment Accounts have routinely made, and will continue to make, investments that fall within our investment objectives. Certain members of the Investment Team and the Investment Committee may make investment decisions on behalf of Affiliated Investment Accounts, including Affiliated Investment Accounts with investment objectives that overlap with ours.

Morgan Stanley currently invests and plans to continue to invest on its own behalf and on behalf of its Affiliated Investment Accounts in a wide variety of investment opportunities in North America, Europe and elsewhere. Morgan Stanley and, to the extent consistent with applicable law, exemptive relief and/or the Adviser’s allocation policies and procedures, its Affiliated Investment Accounts will be permitted to invest in investment opportunities without making such opportunities available to us beforehand. Subject to the requirements of any applicable exemptive relief, Morgan Stanley may offer investments that fall into the investment objectives of an Affiliated Investment Account to such account or make such investment on its own behalf, even though such investment also falls within our investment objectives. We may invest in opportunities that Morgan Stanley and/or one or more Affiliated Investment Accounts have declined, and vice versa. Certain of these Affiliated Investment Accounts may provide for higher management fees or incentive fees or have greater expense reimbursements or overhead allocations, or permit the Adviser and its affiliates to receive higher origination and other transaction fees, which may create an incentive for the Adviser to favor such Affiliated Investment Accounts. The Adviser has in the past and may in the future enter into one or more contractual arrangements with third parties (“Syndication Partners”), including certain third parties that may or may not be advisory clients of the Adviser, whereby, subject to certain investment criteria, the Adviser would agree to present such third parties with certain co-investment opportunities alongside the MS Private Credit platform, including us.

To seek to reduce potential conflicts of interest and to attempt to allocate such investment opportunities in a fair and equitable manner, the Adviser has implemented allocation policies and procedures. These policies and procedures are intended to give all applicable Affiliated Investment Accounts, including us, fair access to new private credit investment opportunities consistent with the requirements of organizational documents, investment strategies, applicable laws and regulations, the fiduciary duties of the Adviser, and to meet the conditions of the Order. The Order allows certain of the Affiliated Investment Accounts to participate in negotiated co-investment transactions, subject to the conditions set forth therein as described under “Co-Investment Transactions” below. Each Affiliated Investment Account and Syndication Partner that is subject to the Adviser’s allocation policies and procedures, including us, is assigned a portfolio manager by the Adviser. The portfolio managers review potential investment opportunities and will make an initial determination with respect to the allocation of each applicable opportunity taking into account various factors, including, but not limited to, those described under “—Co-Investment Transactions.” The Adviser is empowered to take into account other considerations it deems appropriate to ensure a fair and equitable allocation of opportunities. The allocation policies and procedures are subject to change. Investors should note that the conflicts inherent in making such allocation decisions may not always be resolved to our advantage. There can be no assurance that we will have an opportunity to participate in certain opportunities that fall within our investment objectives.

It is possible that Morgan Stanley or an Affiliated Investment Account will invest in a company that is or becomes a competitor of our portfolio company. Such investment could create a conflict between us, on the one hand, and Morgan Stanley or the Affiliated Investment Account, on the other hand. In such a situation, Morgan Stanley may also have a conflict in the allocation of its own resources to the portfolio company. In addition, certain Affiliated Investment Accounts will be focused primarily on investing in other funds which may have strategies that overlap and/or directly conflict and compete with us. In certain cases, we may be unable to invest in attractive opportunities because of the investment by these Affiliated Investment Accounts in such private equity or private credit funds.

It should be noted that Morgan Stanley has, directly or indirectly, made large investments in certain of its Affiliated Investment Accounts, including the MS BDCs, and accordingly Morgan Stanley’s investment in us may not be a determining factor in the outcome of any of the foregoing conflicts. Nothing herein restricts or in any way limits the activities of Morgan Stanley, including its ability to buy or sell interests in, or provide financing to, equity and/or debt instruments, funds or portfolio companies, for its own accounts or for the accounts of Affiliated Investment Accounts or other investment funds or clients in accordance with applicable law.

To the extent consistent with applicable law and/or any exemptive relief applicable to us and/or the Adviser, in addition to such co-investments, the Company and Morgan Stanley or an Affiliated Investment Account may, as part of unrelated transactions, invest in either the same or different tiers of a portfolio company’s capital structure or in an affiliate of such portfolio company. To the extent we hold investments in the same portfolio company or in an affiliate thereof that are different (including with respect to their relative seniority) than those held by Morgan Stanley or an Affiliated Investment Account, the Adviser and Morgan Stanley may be presented with decisions when the interests of the two co-investors are in conflict. In circumstances where there is a portfolio company in which we have an equity or debt investment and in which Morgan Stanley or an Affiliated Investment Account has an equity or senior debt investment elsewhere in the portfolio company’s capital structure, Morgan Stanley may have conflicting loyalties between its duties to its stockholders, the Affiliated Investment Account, us, certain of its other affiliates and the portfolio company. In that regard, actions may be taken for Morgan Stanley or such Affiliated Investment Account that are adverse to us, or actions may or may not be taken by us due to Morgan Stanley’s or such Affiliated Investment Account’s investment, which action or failure to act may be adverse to us. In addition, it is possible that in a bankruptcy proceeding, our interest may be subordinated or otherwise adversely affected by virtue of Morgan Stanley’s or such Affiliated Investment Account’s involvement and actions relating to its investment. Decisions about what action should be taken in a troubled situation, including whether to enforce claims, whether to advocate or initiate restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring, raise conflicts of interest. If a portfolio company becomes troubled, we might arguably be best served by a liquidation that would result in its debt being paid, but leave nothing for Morgan Stanley or such Affiliated Investment Accounts. In those circumstances where we and Morgan Stanley or such Affiliated Investment Accounts hold investments in different classes of a company’s debt or equity, Morgan Stanley may also, to the fullest extent permitted by applicable law, take steps to reduce the potential for adversity between us and Morgan Stanley or such Affiliated Investment Accounts, including causing us to take certain actions that, in the absence of such conflict, it would not take, such as (A) remaining passive in a restructuring or similar situations (including electing not to vote or voting pro rata with other security-holders), (B) divesting investments or (C) otherwise taking an action designed to reduce adversity. A similar standard generally will apply if Morgan Stanley or such Affiliated Investment Accounts make an investment in a company or asset in which we hold an investment in a different class of such company’s debt or equity securities or such asset.

Our Adviser or its affiliates may engage in certain origination activities and receive arrangement, structuring or similar fees in connection with such activities. See “Item 1A. Risk Factors-Risks Relating to our Business and Structure—Conflicts related to obligations the Investment Committee, the Adviser or its affiliates have to other clients and conflicts related to fees and expenses of such other clients.” Our Adviser’s liability is limited under our Investment Advisory Agreement, and we are required to indemnify our Adviser against certain liabilities. These protections may lead our Adviser to act in a riskier manner when acting on our behalf than it would when acting for its own account. See “Item 1A. Risk Factors-Risks Relating to Our Business and Structure-The liability of each of the Adviser, and the Administrator is limited, and we have agreed to indemnify each of the Adviser and the Administrator against certain liabilities, which may lead them to act in a riskier manner on our behalf than each would when acting for its own account.”

Co-Investment Transactions

Our Adviser has received the Order from the SEC that permits us, among other things, to co-invest with certain other persons, including certain Affiliated Investment Accounts, including the MS BDCs and which may include proprietary accounts of Morgan Stanley. Subject to the 1940 Act and the conditions of the Order which includes, among other things, the requirement to ensure a fair and equitable allocation of investment opportunities to the MS BDCs, we may, under certain circumstances, co-invest with Affiliated Investment Accounts, which may include proprietary accounts of Morgan Stanley, in investments that are suitable for us and one or more of such Affiliated Investment Accounts or proprietary accounts of Morgan Stanley. Even though we and any such Affiliated Investment Account or proprietary account co-invest in the same securities, conflicts of interest may still arise. If the Adviser is presented with co-investment opportunities that generally fall within our investment objective and those of one or more Affiliated Investment Accounts advised by the Adviser, whether focused on a debt strategy or otherwise, the Adviser will allocate such opportunities among us and such Affiliated Investment Accounts in a manner consistent with the Order and our Adviser’s allocation policies and procedures, as discussed herein.

Investment opportunities for all other Affiliated Investment Accounts not advised by our Adviser, which may include proprietary accounts of Morgan Stanley, are allocated in accordance with their respective investment advisers’ and Morgan Stanley’s other allocation policies and procedures. Such policies and procedures may result in certain investment opportunities that are attractive to us being allocated to other Affiliated Investment Accounts, which may include proprietary accounts of Morgan Stanley.

With respect to co-investment transactions conducted under the Order, allocations among us and certain other Affiliated Investment Accounts , which may include proprietary accounts of Morgan Stanley, will generally be made taking into account a variety of factors which may include factors not limited to: investment guidelines, goals or restrictions of the applicable Affiliated Investment Accounts or proprietary account, available capital and liquidity restrictions, target position hold size, diversification requirements and objectives, issuer, industry and geographical considerations, leverage covenants or restrictions, tax considerations, legal or regulatory considerations and risk considerations, prohibitions or restrictions on “joint transactions” for entities regulated under the 1940 Act, compliance with co-investment order conditions pursuant to our Order and other applicable guidance and relief, as applicable. Final allocations are generally approved by an allocation committee comprised of senior management, subject to certain exceptions. Our Board of Directors regularly reviews the allocation policies and procedures and code of ethics of the Adviser.

All of the foregoing may reduce the number of investment opportunities available to us and may create conflicts of interest in allocating investment opportunities among us and the Affiliated Investment Accounts, including any proprietary accounts of Morgan Stanley.

Competition

Our primary competitors in providing financing to middle-market companies include public and private investment funds, other BDCs, commercial finance companies and, to the extent they provide an alternative form of financing, private equity, mezzanine and hedge funds, as well as issuers of collateralized loan obligations (“CLOs”) and other structured loan funds, and to a lesser extent, commercial and investment banks. Some of our potential competitors may be more experienced and may have more resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. Our competitors have incurred, or may in the future incur, leverage to finance their debt investments at levels or on terms more favorable than those available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than we do, which could allow them to consider a wider variety of investments and establish more relationships than us.

Among other factors, the returns on investments available in the marketplace are a function of the supply of investment opportunities and the amount of capital investing in such opportunities. Strong competition for investments, including from new competitors, could result in fewer investment opportunities and less favorable pricing for us, as our competitors target the same or similar investments that we intend to purchase. Moreover, identifying attractive investment opportunities is difficult and involves a high degree of uncertainty. For additional information concerning the competitive risks we face, see “Item 1A. Risk Factors — Risks Relating to Our Business and Structure — We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.”

Capital Resources and Borrowings

As a RIC, we intend to distribute substantially all of our net income to our unitholders. We anticipate generating cash from the issuance of Units and cash flows from operations, including interest received on our debt investments.

Additionally, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of units senior to our Units if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. As of December 31, 2025, and December 31, 2024, our asset coverage ratio was 202.00% and 213.0%, respectively.

While any indebtedness and senior securities remain outstanding, we must take provisions to prohibit any distribution to our unitholders (which may cause us to fail to distribute amounts necessary to avoid entity-level taxation under the Code) or the repurchase of such securities or units unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. In addition, we must also comply with positive and negative covenants customary for these types of facilities. See Note 6. “Debt” in the notes to the accompanying consolidated financial statements.

Distribution Reinvestment Plan

We have adopted an “opt out” distribution reinvestment plan (“DRIP”). As a result, if our Board of Directors authorizes, and we declare, a cash distribution, our unitholders will have their cash distributions (net of applicable withholding tax) automatically reinvested in additional units of same class of units to which the distribution relates unless they specifically “opt out” of the DRIP and elect to receive distributions in cash.

A registered holder of Units may elect to “opt out” of the DRIP by notifying the plan administrator and our transfer agent and registrar, currently State Street Bank and Trust Company (“State Street”), in writing so that such notice is received by the plan administrator no later than ten days prior to the record date for a distribution to common unitholders in order to receive such distribution in cash. We expect to include the record date for our distributions in our periodic reports under the Exchange Act. The plan administrator will set up an account for each unitholder who does not “opt out” of the DRIP in order to acquire Units in non-certificated form through the plan. Unitholders who hold Units through a broker or other financial intermediary may opt out of the DRIP by notifying their broker or other financial intermediary of their election.

We use newly issued Units to implement the DRIP, with such Units to be issued at the most recent price per Unit as determined by the Company or, if more recent, the most recent net asset value the Units as determined by the Board of Directors (including any committee thereof), subject, in each case, to adjustment to the extent necessary to comply with Section 23 of the 1940 Act. The number of Units to be issued to a unitholder is determined by dividing the total dollar amount of the distribution payable to such unitholder by the price per Unit.

There will be no brokerage or other charges to unitholders who participate in the plan. The DRIP administrator’s fees under the plan will be paid by us and, therefore, will be borne by our unitholders.

Unitholders who elect to receive distributions in the form of Units are generally subject to the same U.S. federal, state and local tax consequences as are unitholders who receive their distributions in cash. However, since a participating unitholder’s cash distributions would be reinvested in Units, such unitholder will not receive cash with which to pay applicable taxes on reinvested distributions. A unitholder’s basis for determining gain or loss upon the sale of Units received in a distribution from us will generally be equal to the cash that would have been received if the unitholder had received the distribution in cash. Any Units received in a distribution will have a new holding period for tax purposes commencing on the day following the day on which such Units are credited to the U.S. holder’s account.

We may terminate the DRIP upon notice in writing mailed to each participant at least 30 days prior to any record date for the payment of any distribution by us.

Investment Advisory Agreement

We entered into an Investment Advisory Agreement with our Investment Adviser on November 4, 2021 (the “Investment Advisory Agreement”). The Investment Advisory Agreement had an initial term of two years and continues thereafter from year to year if approved annually by a majority of our unitholders or a majority of the Board of Directors, including a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act (the “Independent Directors”). The renewal of the Investment Advisory Agreement was most recently re-approved in August 2025.

Pursuant to the Investment Advisory Agreement, we pay our Adviser a fee for investment advisory and management services consisting of two components – a base management fee and an incentive fee. As a part of the Investment Advisory Agreement, we agree to reimburse the Adviser for certain expenses it incurs on our behalf.

Base Management Fee

The base management fee is calculated at an annual rate of 1.25% based on the average of our net asset value at the end of the two most recently completed calendar months. All or part of the base management fee not taken as to any month will be deferred without interest and may be taken in any subsequent month prior to the termination of the Investment Advisory Agreement, and any such recoupment would be subject to any applicable expense waiver. Base management fees for any partial month are prorated based on the number of days in the month.

Incentive Fee

We also pay the Adviser an incentive fee consisting of two parts. The first part is determined and paid quarterly based on our pre-incentive fee net investment income and the second part is determined and payable in arrears based on net capital gains as of the end of each calendar year or upon termination of the Investment Advisory Agreement.

Pre-incentive fee net investment income is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the base management fee, expenses payable under the Administration Agreement and any interest expense and distributions paid on any issued and outstanding preferred units, but excluding the incentive fee, any servicing fees and/or distribution fees paid to broker dealers. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as debt instruments with payment-in-kind (“PIK”) interest and zero coupon securities), accrued income that we have not yet received in cash. The Investment Adviser is not obligated to return any incentive fee it receives on PIK interest that is later determined to be uncollectible in cash.

Pursuant to the Investment Advisory Agreement, we pay the Investment Adviser an incentive fee with respect to our pre-incentive fee net investment income as follows:

•

No incentive fee based on pre-incentive fee net investment income in any calendar quarter in which pre-incentive fee net investment income does not exceed a hurdle rate of 1.25% (5% annualized);

•

100% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.4286% in any quarter (5.7143% annualized). We refer to this portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.4286%) as the “catch-up.” The “catch-up” is meant to provide the Investment Adviser with approximately 12.5% of pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.4286% in any calendar quarter; and

•

12.5% of the pre-incentive fee net investment income, if any, that exceeds 1.4286% in any calendar quarter (5.7143% annualized), which reflects that once the hurdle rate is reached and the catch-up is achieved, 12.5% of all pre-incentive fee net investment income is paid to the Investment Adviser.

The following is a graphical representative of the incentive fee calculation pursuant to the Investment Advisory Agreement:

Quarterly Income Component of Income and Capital Gains Incentive Fee Calculation Based on Net Income

Pre-Incentive Fee Net Investment Income

(Expressed as a Percentage of the Value of Net Assets)

If market interest rates rise, we may be able to invest our funds in debt instruments that provide for a higher return, which would increase our pre-incentive fee net investment income and make it easier for the Adviser to surpass the hurdle rate and receive an incentive fee on such net investment income. PIK interest and original issue discount (“OID”) will also increase our pre-incentive fee net investment income and make it easier to surpass the hurdle rate. Our pre-incentive fee net investment income used to calculate this part of the incentive fee is also included in the amount of our total net assets used to calculate the base management fee.

Under the Investment Advisory Agreement, we pay the Adviser an incentive fee on capital gains calculated and payable in arrears in cash as of the end of each calendar year or upon the termination of the Investment Advisory Agreement in an amount equal to 12.5% of our realized capital gains, if any, on a cumulative basis from the date of our election to be regulated as a BDC through the end of a given calendar year or upon the termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees (the “Cumulative Capital Gains”). For the purpose of computing the incentive fee on capital gains, the calculation methodology looks through derivative financial instruments or swaps as if we owned the reference assets directly.

Under U.S. GAAP, we are required to accrue an incentive fee on capital gains, including unrealized capital appreciation, even though such unrealized capital appreciation is not included in calculating the incentive fee payable under the Investment Advisory Agreement. If such amount is positive at the end of a period, then we record an incentive fee on capital gain incentive fee equal to 12.5% of such amount, less the aggregate amount of any previously paid capital gain incentive fees. If such amount is negative, no accrual is recorded for such period.

Our Board of Directors monitors the mix and performance of our investments over time and seeks to satisfy itself that the Adviser is acting in our interests and that our fee structure appropriately incentivizes the Adviser to do so.

Examples of Quarterly Incentive Fee Calculation Example 1:

Income Related Portion of Incentive Fee(*):

Alternative 1

Assumptions

Investment income (including interest, dividends, fees, etc.) = 1.25% Hurdle rate(1) = 1.25%

Base management fee(2) = 0.3125%

Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.175%

Pre-incentive fee net investment income (investment income – (base management fee + other expenses)) = 0.7625%

Pre-incentive net investment income does not exceed hurdle rate, therefore there is no incentive fee.

Alternative 2

Assumptions

Investment income (including interest, dividends, fees, etc.) = 1.85% Hurdle rate(1) = 1.25%

Base management fee(2) = 0.3125%

Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.175%

Pre-incentive fee net investment income (investment income – (base management fee + other expenses)) = 1.3625% which exceeds the hurdle rate

Incentive fee = 12.5% × pre-incentive fee net investment income, subject to the “catch-up”(4)

= 100% × (1.3625% – 1.25%)

= 0.1125%

Alternative 3

Assumptions

Investment income (including interest, dividends, fees, etc.) = 2.5% Hurdle rate(1) = 1.25%

Base management fee(2) = 0.3125%

Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.175%

Pre-incentive fee net investment income (investment income – (base management fee + other expenses)) = 2.0125%

Incentive fee = 12.5% × pre-incentive fee net investment income, subject to “catch-up”(4)

= 100% × “catch-up” + (12.5% × (pre-incentive fee net investment income – 1.4286%)) Catch-up = 1.4286% – 1.25% = 0.1786%

Incentive fee = (100% × 0.1786%) + (12.5% × (2.0125% – 1.4286%))

= 0.1786% + (12.5% × 0.5839%)

= 0.1786% + 0.0730%

(*) The hypothetical amount of pre-incentive fee net investment income shown is based on a percentage of total net assets.

(1)

Represents 5% annualized hurdle rate.

(2)

Represents 1.25% annualized base management fee.

(3)

Excludes organizational and offering expenses.

(4)

The “catch-up” provision is intended to provide our Adviser with an incentive fee of 12.5% on all of our pre-incentive fee net investment income as if a hurdle rate did not apply when our net investment income exceeds 1.4286% in any calendar quarter.

Example 2: Capital Gains Portion of Incentive Fee:

Alternative 1

Assumptions

•

Year 1: $20 million investment made in Company A (“Investment A”), and $30 million investment made in Company B (“Investment B”)

•

Year 2: Investment A sold for $50 million and fair market value (“FMV”) of Investment B determined to be $32 million

•

Year 3: FMV of Investment B determined to be $25 million

•

Year 4: Investment B sold for $31 million

The capital gains portion of the incentive fee, if any, would be:

•

Year 1: None

•

Year 2: $3.75 million capital gains incentive fee $30 million realized capital gains on sale of Investment A multiplied by 12.5%

•

Year 3: None

$3.175 million cumulative fee (12.5% multiplied by $25 million ($30 million Cumulative Capital Gains less $5 million cumulative capital depreciation)) less $3.75 million (previous capital gains fee paid in Year 2)

•

Year 4: $0.125 million capital gains incentive fee $3.875 million cumulative fee ($31 million cumulative realized capital gains multiplied by 12.5%)

less

$3.75 million (previous capital gains fee paid in Year 2)

Alternative 2

Assumptions

•

Year 1: $20 million investment made in Company A (“Investment A”), $30 million investment made in Company B (“Investment B”) and $25 million investment made in Company C (“Investment C”)

•

Year 2: Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 million

•

Year 3: FMV of Investment B determined to be $27 million and Investment C sold for $30 million

•

Year 4: FMV of Investment B determined to be $35 million

•

Year 5: Investment B sold for $20 million

The capital gains portion of the incentive fee, if any, would be:

•

Year 1: None

•

Year 2: $3.125 million capital gains incentive fee

12.5% multiplied by $25 million ($30 million realized capital gains on sale of Investment A less $5 million unrealized capital depreciation on Investment B)

•

Year 3: $0.875 million capital gains incentive fee

$4.0 million cumulative fee (12.5% multiplied by $32 million ($35 million cumulative realized capital gains less $3 million unrealized capital depreciation)) less $3.125 million (previous capital gains fee paid in Year 2)

•

Year 4: $0.375 million capital gains incentive fee, calculated as follows:

$4.375 million cumulative fee (12.5% multiplied by $35 million cumulative realized capital gains) less $4.0 million (previous cumulative capital gains fees paid in Year 2 and Year 3)

•

Year 5: None

$3.125 million cumulative fee (12.5% multiplied by $25 million ($35 million cumulative realized capital gains less $10 million realized capital losses)) less $4.375 million (previous Cumulative Capital Gains fee paid in Year 2, 3 and Year 4)

Administration Agreement

We entered into the Administration Agreement with our Administrator who provides us with office space, office services and equipment. Under the Administration Agreement, our Administrator also performs, or oversees the performance of, our required administrative services, which include, among other things, providing assistance in accounting, legal, compliance, operations, technology, internal audit and investor relations, and being responsible for the financial records that we are required to maintain and preparing reports to our unitholders and reports filed with the SEC. In addition, our Administrator assists us in determining and publishing our net asset value, overseeing the preparation and filing of our tax returns and the printing and dissemination of reports to our unitholders, our internal control assessment under the Sarbanes-Oxley Act, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others. The Administration Agreement had an initial term of two years and continues thereafter from year to year if approved annually by our Board of Directors, which most recently re-approved the Administration Agreement in August 2025.

Payments under the Administration Agreement are equal to an amount that reimburses our Administrator for its costs and expenses and our allocable portion of certain expenses incurred by our Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the compensation paid to our Chief Compliance Officer and Chief Financial Officer. Our Board of Directors, including our Independent Directors, reviews the allocable portion of certain expenses incurred by our Administrator in performing its obligations under the Administration Agreement to determine whether such expenses are reasonable and reviews the methodology employed in determining how the expenses are allocated among us and the other MS BDCs. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. Additionally, we ultimately bear the costs of any sub-administration agreements into which our Administrator enters.

Our Administrator reserves the right to waive all or part of any reimbursements due from us at its sole discretion.

The Administration Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, our Administrator and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it will be entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of our Administrator’s services under the Administration Agreement or otherwise as an administrator for us, subject to the provisions of the 1940 Act.

In addition, pursuant to a sub-administration agreement, our Administrator has engaged State Street to act on behalf of our Administrator in the performance of certain other administrative services for us. We have also engaged State Street directly to serve as our custodian and as our Units transfer agent, distribution paying agent and registrar.

Unit Repurchase Program

We do not intend to list our Units on a securities exchange, and we do not expect there to be a public market for our Units. As a result, if a unitholder purchases our Units, the unitholder’s ability to sell units will be limited.

We intend to limit the number of units to be repurchased in each quarter to no more than 5% of our outstanding units (either by number of units or aggregate net asset value) as of such quarter end. All units purchased by us pursuant to the terms of each offer to repurchase will be retired and thereafter will be authorized and unissued units.

Any periodic repurchase offers will be subject in part to our available cash and compliance with the BDC and RIC qualification and diversification rules promulgated under the 1940 Act and the Code, respectively. While we intend to conduct quarterly repurchase offers as described above, we are not required to do so and may suspend or terminate the unit repurchase program at any time. As a result, unit repurchases may not be available each quarter. We have conducted such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act.

A unitholder may tender all of the units owned. There is no repurchase priority for a unitholder under the circumstances of death or disability of such unitholder.

In the event the amount of units tendered exceeds the repurchase offer amount, units will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer, or upon the recommencement of the unit repurchase plan, as applicable. We will have no obligation to repurchase units, including if the repurchase would violate the restrictions on distributions under federal law or Delaware law. The limitations and restrictions described above may prevent us from accommodating all repurchase requests made in any quarter. Our unit repurchase program has many limitations, including the limitations described above, and should not in any way be viewed as the equivalent of a secondary market.

We will offer to repurchase units on such terms as may be determined by our Board of Directors in its complete and absolute discretion unless, in the judgment of our Independent Directors, such repurchases would not be in the best interests of our unitholders or would violate applicable law.

There is no assurance that our Board of Directors will exercise its discretion to offer to repurchase units in any given quarter, or at all, or that there will be sufficient funds available to accommodate all of our unitholders’ requests for repurchase. As a result, we may repurchase less than the full amount of units that a unitholder requests to have repurchased. If we do not repurchase the full amount of a unitholder’s units requested to be repurchased, or we determine not to make repurchases of a unitholder’s units, a unitholder will likely not be able to dispose of units, even if we under-perform. Any periodic repurchase offers will be subject in part to our available cash and compliance with the RIC qualification and diversification rules and the 1940 Act. Unitholders will pay neither a direct nor indirect fee to us in connection with our repurchase of units under the unit repurchase program.

The Company will repurchase units from unitholders pursuant to written tenders on terms and conditions that the Board of Directors determines to be fair to the Company and to all unitholders. When the Board of Directors determines that the Company will repurchase Units, notice will be provided to unitholders describing the terms of the offer, containing information unitholders should consider in deciding whether to participate in the repurchase opportunity and containing information on how to participate. Unitholders deciding whether to tender their units during the period that a repurchase offer is open may obtain our most recent net asset value per unit in our filings with the SEC, which are available to the public through the SEC’s website

(http://www.sec.gov). Each unitholder whose Units (or portion thereof) have been accepted for repurchase will continue to be a unitholder until the valuation date (and thereafter if not all of its Units are repurchased) and may exercise his or her voting rights with respect to the repurchased Units (or portion thereof) until the valuation date.

If during any consecutive period of four calendar quarters, the Company does not complete a tender offer in which the Company accepts for repurchase the lesser of (i) 100% of properly tendered units and (ii) 5% of the outstanding units (either by number of units or aggregate net asset value) as of such quarter end (a “Qualifying Tender”), the Company will not make commitments for new portfolio investments (excluding short-term cash management investments under 30 days in duration) and will reserve available assets to satisfy future tender requests until a Qualifying Tender occurs; provided, however, that the Company will continue to use available funds and liquidity (a) to pay, and/or establish reserves for, our actual or anticipated expenses, including a management fee and incentive fees, any amounts that may become due under any borrowings or other financings or similar obligations and any other liabilities, contingent or otherwise, whether incurred before, during or after the end of the relevant four calendar quarter period, (b) to fulfill investment commitments made or approved by our Adviser’s investment committee prior to the expiration of the relevant four calendar quarter period, (c) to fund follow-on investments made in existing portfolio companies (including transactions to hedge interest rates relating to such additional investments) and amounts to protect the value of existing investments (for example, without limitation, follow-on debt or equity investments made to protect existing investments) as necessary, (d) to engage in hedging transactions, (e) to fund obligations under any guarantee or indemnity made by us prior to the end of the relevant four calendar quarter period, (f) to fulfill obligations with respect to any purchase price due from an investor on a drawdown date that such investor fails to pay or (g) as necessary for us to comply with applicable laws and regulations, including the 1940 Act and the Code.

The majority of our assets will consist of instruments that cannot generally be readily liquidated without impacting our ability to realize full value upon their disposition. Therefore, we may not always have sufficient liquid resources to make repurchase offers. In order to provide liquidity for unit repurchases, we intend to generally maintain under normal circumstances an allocation to syndicated loans and other liquid investments. We may fund repurchase requests from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds, and we have no limits on the amounts we may pay from such sources. Should making repurchase offers, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company as a whole, or should we otherwise determine that investing our liquid assets in originated loans or other illiquid investments rather than repurchasing our Units is in the best interests of the Company as a whole, then we may choose to offer to repurchase fewer units than described above, or none at all.

Payment for repurchased units may require us to liquidate portfolio holdings earlier than our Adviser would otherwise have caused these holdings to be liquidated, potentially resulting in losses, and may increase our investment-related expenses as a result of higher portfolio turnover rates. Our Adviser intends to take measures, subject to policies as may be established by our Board of Directors, to attempt to avoid or minimize potential losses and expenses resulting from the repurchase of units.

Multi-Class Exemptive Relief

On April 15, 2025, the SEC issued an order (the “Multi-Class Order”) granting our application for exemptive relief from sections 18(a)(2), 18(c), 18(i) and 61(a) under the 1940 Act. Under the terms of the Multi-Class Order, we are permitted to offer multiple classes of common units with varying sales loads and asset-based distribution and/or service fees. As of the date of this report, we have one class of common units, Class S Units, authorized and outstanding.

Summary Risk Factors

The risk factors described below are a summary of the principal risk factors associated with an investment in us. These are not the only risks we face. You should carefully consider these risk factors, together with the risk factors set forth in “Item 1A. Risk Factors” of this report and other reports and documents we file with the SEC.

Risks Relating to Our Business and Structure

•

Operating as a BDC imposes numerous constraints on us and significantly reduces our operating flexibility.

•

We are subject to risks associated with the current interest rate environment and to the extent we use debt to finance our investments, changes in interest rates will affect our cost of capital and net investment income.

•

We depend upon our Adviser and Administrator for our success and upon their access to the investment professionals and partners of Morgan Stanley and its affiliates.

•

Our business model depends to a significant extent upon strong referral relationships with private equity sponsors.

•

We may not replicate the historical results achieved by other entities advised or sponsored by members of the Investment Committee, or by the Adviser or its affiliates.

•

Our financial condition and results of operations depend on our ability to manage future growth effectively.

•

The Adviser may frequently be required to make investment analyses and decisions on an expedited basis.

•

There are significant potential conflicts of interest that could affect our investment returns.

•

Our incentive fee structure may create incentives for the Adviser that are not fully aligned with the interests of our unitholders and may induce the Adviser to make speculative investments.

•

Our ability to enter into transactions with our affiliates is restricted.

•

We operate in a highly competitive market for investment opportunities.

•

We will be subject to corporate-level income tax if we are unable to qualify as a RIC.

•

We will need to raise additional capital to grow because we must distribute most of our income.

•

Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital.

•

We are subject to risks associated with our Credit Facilities.

•

Failure to qualify as a BDC would decrease our operating flexibility.

•

The majority of our portfolio investments are recorded at fair value as determined in good faith by our Valuation Designee, under supervision of our Board of Directors, and, as a result, there may be uncertainty as to the value of our portfolio investments.

•

Our Board of Directors may change our investment objective, operating policies and strategies without prior notice or unitholder approval, and we may temporarily deviate from our regular investment strategy.

•

The Adviser and Administrator can each resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time.

•

We are a non-diversified investment company within the meaning of the 1940 Act.

•

The liability of each of the Adviser and the Administrator is limited.

Risks Relating to Our Investments

•

Limitations of investment due diligence expose us to investment risk.

•

Our debt investments may be risky, and we could lose all or part of our investments.

•

Defaults by our portfolio companies will harm our operating results.

•

Inflation could adversely impact our portfolio companies and our results of our operations.

•

Subordinated liens on collateral securing debt investments that we will make to our portfolio companies may be subject to control by senior creditors with first priority liens.

•

Covenant-lite loans may expose us to different risks, including with respect to liquidity, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants.

•

Our investments in traded bank loans and other liquid debt securities of U.S. corporate issuers could include “covenant-lite” loans, which may expose us to different risks.

•

The lack of liquidity in our investments may adversely affect our business.

•

Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our net asset value through increased net unrealized depreciation.

•

Our investments in OID and PIK instruments may expose us to investment risk.

•

Our portfolio companies may prepay loans, which may reduce our yields if capital returned cannot be invested in transactions with equal or greater expected yields.

•

We may be subject to risks associated with syndicated loans.

•

Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.

•

Because we generally do not hold controlling equity interests in our portfolio companies, we may not be able to exercise control over our portfolio companies.

•

We may suffer a loss if a portfolio company defaults on a loan and the underlying collateral is not sufficient.

•

We can offer no assurance that portfolio company management will be able to operate their companies in accordance with our expectations.

•

Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.

•

We may be subject to risks under hedging transactions and may become subject to risks if we invest in foreign securities.

Risks Relating to an Investment in Our Securities

•

Investing in our Units may involve an above average degree of risk.

•

Our Units are not listed, and we do not intend to list our Units, on an exchange.

•

There are restrictions on the ability of holders of our Units to transfer Units in excess of the restrictions typically associated with a private offering of securities under Regulation D, Regulation S and other exemptions from registration under the Securities Act, and these restrictions could limit the liquidity of an investment in our Units and the price at which holders may be able to sell their Units.

•

There is a risk that you may not receive distributions.

•

We have not established any limit on the amount of funds we may use from available sources to fund distributions.

•

Investors will not know the purchase price per unit at the time they submit their subscription agreements.

•

If we are unable to raise substantial funds in our ongoing, continuous “best efforts” offering, we may be limited in the number and type of investments we may make

•

We intend, but are not required, to offer to repurchase Units on a quarterly basis.

•

The price at which we may repurchase Units pursuant to our Unit repurchase program will be determined in accordance with our Unit pricing policy and, as a result, there may be uncertainty as to the value of our Units.

•

We may be unable to invest a significant portion of the net proceeds of our offering of Units on acceptable terms.

•

The net asset value of our Units may fluctuate significantly.

•

Our unitholders may experience dilution in their ownership percentage.

•

Our unitholders will experience dilution in their ownership percentage if they opt out of our DRIP.

Regulation

We have elected to be regulated as a BDC under the 1940 Act. A BDC is a specialized investment vehicle that elects to be regulated under the 1940 Act as an investment company but is generally subject to less onerous requirements than other registered investment companies under a regime designed to encourage lending to U.S.-based small and mid-sized businesses. Unlike many similar types of investment vehicles that are restricted to being private entities, the stock of a BDC is permitted to trade in the public equity markets (although at least initially, we do not currently intend to list our Units to allow for such trading). BDCs are also eligible to elect to be treated as a RIC under Subchapter M of the Code. A RIC typically does not incur significant entity-level income taxes, because it is generally entitled to deduct distributions made to its equity holders. We have elected to be treated, and intend to qualify annually, as a RIC. See “Item 1. Business — Certain Material U.S. Federal Income Tax Considerations.”

Qualifying Assets

Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the BDC’s total assets. The principal categories of qualifying assets relevant to our proposed business are the following:

(1)

Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:

Is organized under the laws of, and has its principal place of business in, the United States;

Is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and

Satisfies either of the following:

Does not have any class of securities listed on a national securities exchange or has any class of securities listed on a national securities exchange subject to a $250 million market capitalization maximum; or

ii.

Is controlled by a BDC or a group of companies including a BDC, the BDC actually exercises a controlling influence over the management or policies of the eligible portfolio company, and, as a result, the BDC has an affiliated person who is a director of the eligible portfolio company.

(2)

Securities of any eligible portfolio company which we control.

(3)

Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities, was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.

(4)

Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company.

(5)

Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.

(6)

Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.

We deem certain U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities as cash equivalents. We primarily make investments in securities described in paragraphs 1 through 3 of Section 55(a) of the 1940 Act. From time to time, including at or near the end of each fiscal quarter, we may consider using various temporary investment strategies for our business, including taking proactive steps by utilizing cash equivalents as temporary assets with the objective of enhancing our investment flexibility pursuant to Section 55 of the 1940 Act. More specifically, from time-to-time we may draw down our credit facilities, as deemed appropriate, and repay such borrowings subsequent to quarter end. We may also purchase U.S. Treasury bills or other high-quality, short-term debt securities at or near the end of the quarter and typically close out the position on a net cash basis subsequent to quarter end.

Managerial Assistance to Portfolio Companies

A BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above. However, in order to count portfolio securities as qualifying assets for the purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities significant managerial assistance. When a BDC purchases securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.

Temporary Investments

Pending investment in other types of “qualifying assets,” as described above, our investments may consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets.

Senior Securities

As a BDC, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of securities senior to our Units if our asset coverage, as defined in the 1940 Act, is at least equal to the percentage set forth in Section 61 of the 1940 Act that is applicable to us at such time. On October 26, 2021, our sole unitholder approved the application of the reduced asset coverage requirements in Section 61(a)(2) to us, effective as of October 27, 2021. As a result of the unitholder approval, effective October 27, 2021, the asset coverage ratio under the 1940 Act applicable to us decreased to 150% from 200%. As defined in the 1940 Act, asset coverage of 150% means that for every $100 of net assets we hold, we may raise $200 from borrowing and issuing senior securities as compared to $100 from borrowing and issuing senior securities for every $100 of net assets under 200% asset coverage. In addition, while any senior securities remain outstanding, we will be required to make provisions to prohibit any distribution to our unitholders or the repurchase of such securities or Units unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We are also permitted to borrow amounts up to 5% of the value of our total assets for temporary purposes without regard to asset coverage, which borrowings would not be considered senior securities, provided that any such borrowings in excess of 5% of the value of our total assets would be subject to the asset coverage ratio requirements of the 1940 Act, even if for temporary purposes. Regulations governing our operations as a BDC will affect our ability to raise, and the method of raising, additional capital, which may expose us to risks. We comply with the provisions of Section 61 of the 1940 Act governing capital structure and leverage on an aggregate basis with our wholly owned, consolidated subsidiaries.

Code of Ethics

We and our Adviser have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to each code of ethics may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code of ethics’ requirements. The code of ethics for each of the Adviser and the Company are available on our website at http://www.northhavenprivateincomefund.com and on the SEC’s website at www.sec.gov, and you may obtain copies of the codes of ethics, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.

Proxy Voting Policies and Procedures

We have delegated our proxy voting responsibility to our Adviser. A summary of the Proxy Voting Policies and Procedures of our Adviser are set forth below. These policies and procedures are reviewed periodically by our Adviser and, our Independent Directors, and, accordingly, are subject to change.

An investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) has a fiduciary duty to act solely in the best interests of its clients. As part of this duty, we and the Adviser recognize that the Adviser must vote our securities in a timely manner free of conflicts of interest and in our best interests and the best interests of our unitholders.

These policies and procedures for voting proxies are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.

The Adviser votes proxies relating to our portfolio securities in what it believes to be the best interest of our unitholders. To ensure that our vote is not the product of a conflict of interest, the Adviser requires that: (1) anyone involved in the decision making process disclose to our chief compliance officer any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (2) employees involved in the decision making process or vote administration are prohibited from revealing how the Adviser intends to vote on a proposal in order to reduce any attempted influence from interested parties.

A copy of the Adviser’s policies and procedures with respect to the voting of proxies relating to our portfolio securities is available without charge upon request. Unitholders may obtain information regarding how the Adviser voted proxies by making a written request for proxy voting information to: North Haven Private Income Fund LLC, c/o Morgan Stanley, 1585 Broadway, New York, NY 10036 Attn: Chief Compliance Officer.

Privacy Principles

The Adviser has established policies with respect to nonpublic personal information provided to it with respect to individuals who are investors in us, which policies also apply to the Administrator. We have adopted the privacy policies of the Adviser as applicable to us.

We and the Adviser each recognize the importance of maintaining the privacy of any nonpublic personal information received with respect to each investor. In the course of providing management services to us, the Adviser collects nonpublic personal information about investors from the Subscription Agreements and the certificates and exhibits thereto that each investor submits. We and the Adviser may also collect nonpublic personal information about each investor from conversations and correspondence between each investor and us or the Adviser, both prior to and during the course of each investor’s investment in us.

We and the Adviser each treat all of the nonpublic personal information we receive with respect to each investor as confidential. We and the Adviser restrict access to such information to those employees, affiliates and agents who need to know the information in order for us and the Adviser to determine whether each investor meets the regulatory requirements for an investment in us and, in the case of the Adviser, to provide ongoing management services to us. The Adviser maintains physical, electronic, and procedural safeguards to comply with U.S. federal standards to guard each investor’s nonpublic personal information.

The Adviser does not disclose any nonpublic personal information about any investor to any third parties, other than the Adviser’s agents, representatives and/or affiliates, or as permitted or required by law. Among other things, the law permits the Adviser to disclose such information for purposes of making investments on our behalf, complying with anti-money laundering laws, preparing tax returns and reports for each investor and determining whether each investor meets the regulatory requirements for investing in us.

Other

We are prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our Independent Directors and, in some cases, prior approval by the SEC. We and our wholly owned, consolidated subsidiaries comply with the provisions of the 1940 Act related to affiliated transactions and custody (Section 17 as modified by Section 57).

We will be periodically examined by the SEC for compliance with the 1940 Act.

We are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our unitholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

We and our Adviser are each required to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws, review these policies and procedures annually for their adequacy and the effectiveness of their implementation, and designate a chief compliance officer to be responsible for administering such policies and procedures.

Sarbanes-Oxley Act

The Sarbanes-Oxley Act imposes a variety of regulatory requirements on companies with a class of securities registered under the Exchange Act and their insiders. Many of these requirements affect us. For example:

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Pursuant to Rule 13a-14 under the Exchange Act, our principal executive officer and principal financial officer must certify the accuracy of the financial statements contained in our periodic reports;

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Pursuant to Item 307 under Regulation S-K under the Securities Act, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures;

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Pursuant to Rule 13a-15 under the Exchange Act, our management must prepare an annual report regarding its assessment of our internal control over financial reporting, which may be required to be audited by our independent registered public accounting firm if at any time we are no longer eligible to rely on the exclusion provided in Section 404(c) of the Sarbanes Oxley Act; and

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Pursuant to Item 308 of Regulation S-K under the Securities Act and Rule 13a-15 under the Exchange Act, our periodic reports must disclose whether there were significant changes in our internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the regulations promulgated under such act. We will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we comply with that act in the future.

Bank Holding Company Act

As a bank holding company (“BHC”) that has elected Financial Holding Company (“FHC”) status under the Bank Holding Company Act of 1956, as amended (the “BHCA”), Morgan Stanley and its affiliates are subject to comprehensive, consolidated supervision and regulation by the U.S. Board of Governors of the Federal Reserve System (the “Federal Reserve”). Since the Adviser is a subsidiary of Morgan Stanley, the Federal Reserve will treat

the Adviser as an affiliate of Morgan Stanley and controlled by Morgan Stanley. As a result, the Adviser is subject to the BHCA and the Federal Reserve’s implementing regulations and interpretations. These regulations are subject to change, including with respect to possible limitations on the Adviser’s day-to-day control over the activities of portfolio companies. Such limitations may affect the Adviser’s decision to make investments and manage our investments. In addition, there may be limitations on the ability of the Adviser and companies in which the Adviser invests to engage in borrowing and other credit and similar transactions with depository institution affiliates of Morgan Stanley. We believe these limitations will not materially adversely affect the investment program or operations of the Adviser.

The BHCA generally prohibits BHCs, such as Morgan Stanley, and its subsidiaries from acquiring more than de minimis equity interests in non-financial companies unless certain exemptions apply. Further, under the BHCA, eligible FHCs and their subsidiaries have authority to engage in a broader range of investments and activities than BHCs that are not FHCs. Accordingly, although not currently contemplated, in the event that entities affiliated with Morgan Stanley own 5% or more of our outstanding voting securities and it is determined that we are considered a subsidiary of an FHC, we may hold certain investments in reliance on the BHCA’s authority for activities that are “financial in nature.” Pursuant to this authority, we may invest in loans and debt securities and, subject to certain conditions, in equity securities. Among the conditions under which we may hold equity securities are those applicable to “merchant banking” activities. Pursuant to the BHCA, we could be required to dispose of investments made in reliance on merchant banking authority within ten years of their acquisition or, alternatively, to obtain the Federal Reserve’s approval for an extension of this holding period limit. We do not currently anticipate that any investment will be held for ten years. If we were to rely on merchant banking authority and we were to apply for an extension, there is no guarantee that an extension would be obtained. Further, Morgan Stanley may choose not to seek an extension if it may lead to certain adverse consequences for Morgan Stanley.

A significant focus of the regulatory framework that applies to Morgan Stanley is to ensure that Morgan Stanley and its subsidiaries operate in a safe and sound manner, with sufficient capital, earnings and liquidity to allow Morgan Stanley to serve as a source of financial and managerial strength to Morgan Stanley Bank, N.A. and Morgan Stanley Private Bank, National Association (the “Banks”). These Banks must remain well capitalized and well managed if Morgan Stanley is to maintain its FHC status and continue to engage in the widest range of permissible financial activities. In addition, the general exercise by the Federal Reserve of its regulatory, supervisory and enforcement authority with respect to Morgan Stanley and certain provisions of Dodd-Frank could result in the need for Morgan Stanley to change its business practices or the scope of its current lines of business, including certain limited divestitures. Although such changes could have an impact on and consequences for Morgan Stanley and the Adviser, any limited divestiture should not directly involve the Adviser.

Dodd-Frank and Volcker Rule Disclosure

Section 619 of Dodd-Frank, commonly known as the “Volcker Rule,” and regulations to implement the Volcker Rule issued by the U.S. federal financial regulators in December 2013 referred to as the Implementing Regulations, generally restrict any “banking entity” (which includes Morgan Stanley and most affiliates of Morgan Stanley) from engaging in “proprietary trading” as well as from acquiring or retaining any “ownership interest” in a “covered fund”, in each case unless the investment or activity is conducted in accordance with an exclusion or exemption. The Volcker Rule also generally prohibits certain transactions between a banking entity and any of its affiliates, on the one hand, and a covered fund for which the banking entity or any of its affiliates serves, directly or indirectly, as the investment manager, investment adviser, or that the banking entity or any of its affiliates sponsors in connection with organizing and offering that fund (or with any other covered fund that is controlled by such fund, on the other hand. The term “covered fund” includes, among others, hedge funds and private-equity funds that are privately offered in the United States and that rely on Sections 3(c)(1) or 3(c)(7) of the 1940 Act to avoid being treated as “investment companies” under the 1940 Act.

The Volcker Rule and the Implementing Regulations impose a number of restrictions on Morgan Stanley and its affiliates that affect us and the Adviser. As a BDC, we are not considered to be a covered fund. As a result, Morgan Stanley and its subsidiaries’ investments in us would not be subject to the Volcker Rule restrictions on investments in covered funds, but we would be considered a banking entity subject to restrictions on proprietary trading to the extent we are “controlled” by Morgan Stanley or its affiliates. Generally, we will be deemed to be controlled for these purposes in the event that entities affiliated with Morgan Stanley own 5% or more of our outstanding voting securities. Although not currently contemplated, to the extent that we are deemed a banking entity under the Volcker Rule and the Implementing Regulations, our operations may be restricted, although, given the anticipated nature of the investments we make and intend to make, we do not anticipate that these restrictions, if they were to apply, would impose material limitations on our operations, but can provide no assurances that they would not. Furthermore, we can offer no assurances that the rules and regulations enacted under the Volcker Rule, the BHCA and other statutes will not change in the future in a manner that would limit our operations and investments.

It is not certain how all aspects of the Volcker Rule will be interpreted and applied, or what the impact of the Volcker Rule will have on us. In addition, the restrictions and limitations on Morgan Stanley and us may change in the future as the Federal Reserve and other agencies consider whether and how to revise and apply the Volcker Rule. We believe that we may perform our activities and services without violation of applicable U.S. banking laws and regulations. However, it is possible that future changes or clarifications in the BHCA and Volcker Rule, as well as judicial or administrative decisions or interpretations of present of future laws or regulations, could restrict (or possibly prevent) our ability to continue to conduct our operations as currently contemplated. In such event, we, the Adviser and/or Morgan Stanley may agree to make certain amendments or changes to the extent necessary to permit the Adviser to continue to provide services to us, while enabling us to continue to achieve our purposes and objectives.

Exclusion of the Adviser from Commodity Pool Operator Definition

Engaging in commodity interest transactions such as swap transactions or futures contracts for us may cause the Adviser to fall within the definition of “commodity pool operator” under the Commodity Exchange Act (the “CEA”) and related Commodity Futures Trading Commission, or the CFTC regulations. The Adviser claimed an exclusion from the definition of the term “commodity pool operator” under the CEA and the CFTC regulations in connection with its management of us on February 25, 2022 (the “Exclusion”) and, therefore, the Adviser is not subject to CFTC registration or regulation under the CEA as a commodity pool operator with respect to its management of us. The Adviser intends to affirm the Exclusion on an annual basis, which current annual affirmation was filed by the Adviser on February 23, 2026.

Reporting Obligations and Available Information

We furnish our unitholders with annual reports containing audited financial statements, quarterly reports, and such other periodic reports as we determine to be appropriate or as may be required by law. We are required to comply with all periodic reporting, proxy solicitation and other applicable requirements under the Exchange Act. We maintain a website at http://www.northhavenprivateincomefund.com and will make all of our annual, quarterly and current reports, proxy statements and other publicly filed information available on or through our website.

The SEC also maintains a website that contains annual reports, quarterly reports, current reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us, which can be accessed at www.sec.gov.

Certain Material U.S. Federal Income Tax Considerations

The following discussion is a general summary of the material U.S. federal income tax considerations applicable to us and to an investment in our Units. This summary does not purport to be a complete description of the income tax considerations applicable to such an investment. For example, we have not described certain considerations that may be relevant to certain types of holders subject to special treatment under U.S. federal income tax laws, including unitholders subject to the alternative minimum tax (the “AMT”), tax-exempt organizations, insurance companies, dealers in securities, traders in securities that elect to mark-to-market their securities holdings, pension plans and trusts, persons that have a functional currency (as defined in Section 985 of the Code) other than the U.S. dollar and financial institutions. This summary assumes that investors hold our Units as capital assets (within the meaning of Section 1221 of the Code). The discussion is based upon the Code, Treasury regulations, and administrative and judicial interpretations, each as of the date of the filing of this report and all of which are subject to change, possibly retroactively, which could affect the continuing validity of this discussion. We have not sought and will not seek any ruling from the Internal Revenue Service (the “IRS”) regarding any offering of our securities. This summary does not discuss any aspects of U.S. estate or gift tax or foreign, state or local tax. It does not discuss the special treatment under U.S. federal income tax laws that could result if we invested in tax-exempt securities or certain other investment assets. For purposes of this discussion, references to “dividends” are to dividends within the meaning of the U.S. federal income tax laws and associated regulations and may include amounts subject to treatment as a return of capital under section 19(a) of the 1940 Act.

A “U.S. unitholder” is a beneficial owner of our Units that is for U.S. federal income tax purposes:

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A citizen or individual resident of the United States;

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A corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

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An estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

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A trust if either a U.S. court can exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or the trust was in existence on August 20, 1996, was treated as a U.S. person prior to that date, and has made a valid election to be treated as a U.S. person.

A “non-U.S. unitholder” is a beneficial owner of our Units that is not a U.S. unitholder.

If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds Units, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A prospective investor that is a partner in a partnership that will hold Units should consult its tax advisors with respect to the purchase, ownership and disposition of Units.

Tax matters are very complicated, and the tax consequences to an investor of an investment in our Units will depend on the facts of his, her or its particular situation. We encourage investors to consult their own tax advisors regarding the specific consequences of such an investment, including tax reporting requirements, the applicability of U.S. federal, state, local and foreign tax laws, eligibility for the benefits of any applicable tax treaty, and the effect of any possible changes in the tax laws.

Election to Be Taxed as a RIC

We have elected to be treated as a RIC under Subchapter M of the Code. As a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our unitholders as dividends. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, we must distribute to our unitholders, for each taxable year, distributions of an amount at least equal to 90% of our “investment company taxable income”, or ICTI, which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses and determined without regard to any deduction for distributions paid (the “Annual Distribution Requirement”). Although not required for us to maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible federal excise tax imposed on RICs, we must distribute to our unitholders in respect of each calendar year distributions of an amount at least equal to the sum of (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of the excess (if any) of our realized capital gains over our realized capital losses, or capital gain net income (adjusted for certain ordinary losses), generally for the one-year period ending on October 31 of the calendar year and (3) the sum of any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which we paid no federal income tax (the “Excise Tax Avoidance Requirement”).

Taxation as a RIC

If we qualify as a RIC and satisfy the Annual Distribution Requirement, then we will not be subject to U.S. federal income tax on the portion of our ICTI and net capital gain, defined as net long-term capital gains in excess of net short-term capital losses, we distribute to unitholders. As a RIC, we will be subject to U.S. federal income tax at regular corporate rates on any net income or net capital gain not distributed as distributions to our unitholders.

In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:

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Qualify to be regulated as a BDC under the 1940 Act at all times during each taxable year;

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Derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale of stock or other securities, or other income derived with respect to our business of investing in such stock or securities, and net income derived from interests in “qualified publicly traded partnerships” (partnerships that are traded on an established securities market or tradable on a secondary market, other than partnerships that derive 90% of their income from interest, dividends and other permitted RIC income) (the “90% Income Test”); and

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Diversify our holdings so that at the end of each quarter of the taxable year:

At least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and

No more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer or of two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses or in the securities of one or more qualified publicly traded partnerships (the “Diversification Tests”).

We may invest in partnerships, including qualified publicly traded partnerships, which may result in our being subject to state, local or foreign income, franchise or other tax liabilities.

In addition, as a RIC we are subject to ordinary income and capital gain distribution requirements under the Excise Tax Avoidance Requirement. If we do not meet the required distributions under the Excise Tax Avoidance Requirement, we will be subject to a 4% nondeductible federal excise tax on the undistributed amount. The failure to meet the Excise Tax Avoidance Requirement will not cause us to lose our RIC status. Although we currently intend to make sufficient distributions each taxable year to satisfy the Excise Tax Avoidance Requirement, under certain circumstances, we may choose to retain taxable income or capital gains in excess of current year distributions into the next tax year in an amount less than what would trigger payments of federal income tax under Subchapter M of the Code. We may then be required to pay a 4% excise tax on such income or capital gains.

A RIC is limited in its ability to deduct expenses in excess of its ICTI. If our deductible expenses in a given taxable year exceed our ICTI, we may incur a net operating loss for that taxable year. However, a RIC is not permitted to carry forward net operating losses to subsequent taxable years, and such net operating losses do not pass through to its unitholders. In addition, deductible expenses can be used only to offset ICTI, not net capital gain. A RIC may not use any net capital losses (that is, the excess of realized capital losses over realized capital gains) to offset its ICTI, but it may carry forward such net capital losses, and use them to offset future capital gains, indefinitely. Due to these limits on deductibility of expenses and net capital losses, we may for tax purposes have aggregate taxable income for several taxable years that we are required to distribute and that is taxable to our unitholders even if such taxable income is greater than the net income we actually earn during those taxable years.

Any underwriting fees paid by us are not deductible. We may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having OID (such as debt instruments with PIK interest or, in certain cases, with increasing interest rates or issued with warrants), we must include in income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Because any OID accrued will be included in our ICTI for the taxable year of accrual, we may be required to make a distribution to our unitholders in order to satisfy the Annual Distribution Requirement, even though we will not have received any corresponding cash amount. Furthermore, a portfolio company in which we hold equity or debt instruments may face financial difficulty that requires us to work out, modify, or otherwise restructure such equity or debt instruments. Any such restructuring could, depending upon the terms of the restructuring, cause us to incur unusable or nondeductible losses or recognize future non-cash taxable income.

Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things, (1) treat distributions that would otherwise constitute qualified dividend income as non-qualified distribution income, (2) treat distributions that would otherwise be eligible for the corporate dividends received deduction as ineligible for such treatment, (3) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (4) convert lower-taxed long-term capital gain into higher-taxed short-term capital gain or ordinary income, (5) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (6) cause us to recognize income or gain without a corresponding receipt of cash, (7) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (8) adversely alter the characterization of certain complex financial transactions and (9) produce income that will not be qualifying income for purposes of the 90% Income Test. We intend to monitor our transactions and may make certain tax elections to mitigate the effect of these provisions and prevent our ability to be subject to tax as a RIC.

Gain or loss realized by us from warrants acquired by us as well as any loss attributable to the lapse of such warrants generally will be treated as capital gain or loss. Such gain or loss generally will be long term or short term, depending on how long we held a particular warrant or security.

A portfolio company in which we invest may face financial difficulties that require us to work-out, modify or otherwise restructure our investment in the portfolio company. Any such transaction could, depending upon the specific terms of the transaction, result in unusable capital losses and future non-cash income. Any such transaction could also result in our receiving assets that give rise to income that is not qualifying income for purposes of the 90% Income Test.

Our investment in non-U.S. securities may be subject to non-U.S. income, withholding and other taxes. In that case, our yield on those securities would be decreased. Unitholders generally will not be entitled to claim a U.S. foreign tax credit or deduction with respect to non-U.S. taxes paid by the Company.

Although we do not presently expect to do so, we are authorized to borrow funds and to sell assets in order to satisfy distribution requirements. However, under the 1940 Act, we are not permitted to make distributions to our unitholders while our debt obligations and other senior securities are outstanding unless certain “asset coverage” tests are met. Moreover, our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our qualification as a RIC, including the “Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Avoidance Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous.

Some of the income and fees that we may recognize, such as fees for providing managerial assistance, certain fees earned with respect to our investments, income recognized in a work-out or restructuring of a portfolio investment, or income recognized from an equity investment in an operating partnership, will not satisfy the 90% Income Test. In order to manage the risk that such income and fees might disqualify us as a RIC for a failure to satisfy the 90% Income Test, we may be required to recognize such income and fees indirectly through one or more entities treated as corporations for U.S. federal income tax purposes. Such corporations will be required to pay U.S. corporate income tax on their earnings, which ultimately will reduce our return on such income and fees.

There may be uncertainty as to the appropriate treatment of certain of our investments for U.S. federal income tax purposes. In particular, we may invest a portion of our net assets in below investment grade instruments. U.S. federal income tax rules with respect to such instruments are not entirely clear about issues such as if an instrument is treated as debt or equity, whether and to what extent we should recognize interest, OID or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues will be addressed by us, to the extent necessary, in order to seek to ensure that we distribute sufficient income to qualify, and maintain our qualification as, a RIC and to ensure that we do not become subject to U.S. federal income or excise tax.

Income received by us from sources outside the United States may be subject to withholding and other taxes imposed by such countries, thereby reducing income available to us. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. We generally intend to conduct our investment activities to minimize the impact of foreign taxation, but there is no guarantee that we will be successful in this regard.

We may invest in stocks of foreign companies that are classified under the Code as passive foreign investment companies (“PFICs”). In general, a foreign company is classified as a PFIC if at least 50% of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. In general, under the PFIC rules, an “excess distribution” received with respect to PFIC stock is treated as having been realized ratably over the period during which we held the PFIC stock. We will be subject to tax on the portion, if any, of the excess distribution that is allocated to our holding period in prior taxable years (and an interest factor will be added to the tax, as if the tax had actually been payable in such prior taxable years) even though we distribute the corresponding income to unitholders. Excess distributions include any gain from the sale of PFIC stock as well as certain distributions from a PFIC. All excess distributions are taxable as ordinary income.

We may be eligible to elect alternative tax treatment with respect to PFIC stock. Under such an election, we generally would be required to include in our gross income its share of the earnings of a PFIC on a current basis, regardless of whether any distributions are received from the PFIC. If this election is made, the special rules, discussed above, relating to the taxation of excess distributions, would not apply. Alternatively, we may be able to elect to mark to market our PFIC stock, resulting in any unrealized gains at year end being treated as though they were realized and reported as ordinary income. Any mark-to-market losses and any loss from an actual disposition of the PFIC’s shares would be deductible as ordinary losses to the extent of any net mark-to-market gains included in income in prior years with respect to stock in the same PFIC.

Because the application of the PFIC rules may affect, among other things, the character of gains, the amount of gain or loss and the timing of the recognition of income with respect to PFIC stock, as well as subject us to tax on certain income from PFIC stock, the amount that must be distributed to unitholders, and which will be taxed to unitholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to a fund that did not invest in PFIC stock.

Under the Code, gains or losses attributable to fluctuations in foreign currency exchange rates that occur between the time we accrue interest income or other receivables or accrue expenses or other liabilities denominated in a foreign currency and the time we actually collect such receivables or pays such liabilities generally are treated as ordinary income or ordinary loss. Similarly, on disposition of some investments, including debt securities and certain forward contracts denominated in a foreign currency, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition also are treated as ordinary gain or loss. These gains and losses, referred to under the Code as “section 988” gains and losses, may increase or decrease the amount of our ICTI to be distributed to unitholders as ordinary income. For example, fluctuations in exchange rates may increase the amount of income that we must distribute in order to qualify for treatment as a RIC and to prevent application of an excise tax on undistributed income. Alternatively, fluctuations in exchange rates may decrease or eliminate income available for distribution. If section 988 losses exceed other ICTI during a taxable year, we would not be able to make ordinary distributions, or distributions made before the losses were realized would be re-characterized as a return of capital to unitholders for U.S. federal income tax purposes, rather than as ordinary dividend income, and would reduce each unitholder’s basis in units.

Certain distributions reported by us as section 163(j) interest dividends may be treated as interest income by unitholders for purposes of the tax rules applicable to interest expense limitations under Code section 163(j). Such treatment by the unitholder is generally subject to holding period requirements and other potential limitations, although the holding period requirements are generally not applicable to dividends declared by money market funds and certain other funds that declare dividends daily and pay such dividends on a monthly or more frequent basis. The amount that we are eligible to report as a Section 163(j) dividend for a tax year is generally limited to the excess of our business interest income over the sum of our (i) business interest expense and (ii) other deductions properly allocable to our business interest income.

Failure to Qualify as a RIC

If we were unable to qualify for treatment as a RIC and are unable to cure the failure, for example, by disposing of certain investments quickly or raising additional capital to prevent the loss of RIC status, we would be subject to tax on all of our taxable income at regular corporate rates. The Code

provides some relief from RIC disqualification due to failures to comply with the 90% Income Test and the Diversification Tests, although there may be additional taxes due in such cases. We cannot assure you that we would qualify for any such relief should we fail the 90% Income Test or the Diversification Tests.

Should failure occur, all our taxable income would be subject to tax at regular corporate rates, and we would not be able to deduct our distributions to unitholders. Additionally, we would no longer be required to distribute our income and gains. Distributions, including distributions of net long-term capital gain, would generally be taxable to our unitholders as ordinary dividend income to the extent of our current and accumulated earnings and profits. Subject to certain limitations under the Code, certain corporate unitholders would be eligible to claim a dividends received deduction with respect to such distributions and non-corporate unitholders would generally be able to treat such distributions as “qualified dividend income,” which is subject to reduced rates of U.S. federal income tax. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the unitholder’s tax basis, and any remaining distributions would be treated as a capital gain. If we fail to qualify as a RIC, we may be subject to regular corporate tax on any net built-in gains with respect to certain of our assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if we had been liquidated) that we elect to recognize on requalification or when recognized over the next five taxable years.

Staffing

We do not currently have any employees. Our day-to-day investment operations are managed by our Adviser, and our Administrator provides services necessary to conduct our business. We pay no compensation directly to any interested director or executive officer of the Company. We pay our Administrator our allocable portion of certain expenses incurred by our Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer.

Item 1A. Risk Factors

Investing in our Units involves a number of significant risks. Before you invest in our Units, you should be aware of various risks, including those described below. The risks set out below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected. In such case, our net asset value could decline, and you may lose all or part of your investment. The risk factors described below are the principal risk factors associated with an investment in us as well as those factors generally associated with an investment company with investment objectives, investment policies, capital structure or trading markets similar to ours.

Risks Relating to Our Business and Structure

Operating as a BDC imposes numerous constraints on us and significantly reduces our operating flexibility. In addition, if we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company, which would subject us to additional regulatory restrictions.

The 1940 Act imposes numerous constraints on the operations of BDCs that do not apply to certain of the other investment vehicles advised by our Adviser and its affiliates. BDCs are required, for example, to invest at least 70% of their total assets primarily in securities of U.S. private or thinly traded public companies, cash, cash equivalents, U.S. government securities and other high-quality debt instruments that mature in one year or less from the date of investment. These constraints may hinder our ability to take advantage of attractive investment opportunities and to achieve our investment objective. Furthermore, any failure to comply with the requirements imposed on BDCs by the 1940 Act could cause the SEC to bring an enforcement action against us and/or expose us to claims of private litigants.

We may be precluded from investing in what our Adviser believes are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we will be prohibited from making any additional investment that is not a qualifying asset and could be forced to forgo attractive investment opportunities. Similarly, these rules could prevent us from making follow-on investments in existing portfolio companies (which could result in the dilution of our position).

If we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company that is required to register under the 1940 Act, which would subject us to additional regulatory restrictions and significantly decrease our operating flexibility. In addition, any such failure could cause an event of default under any outstanding indebtedness we might have, which could have a material adverse effect on our business, financial condition or results of operations.

To the extent we borrow money or issue debt securities or any preferred units to make investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds or pay interest or distributions on such debt securities or preferred units and the rate at which we invest these funds. In addition, we anticipate that many of our debt investments and borrowings will have floating interest rates that reset on a periodic basis, and many of our investments will be subject to interest rate floors. As a result, a significant change in market interest rates could have a material adverse effect on our net investment income. Rising interest rates on floating rate loans we make to portfolio companies could drive an increase in defaults or accelerated refinancings. Some portfolio companies may be unable to refinance into fixed rate loans or repay outstanding amounts, leading to a gradual decline in the credit quality of our portfolio. This change could also reduce our net investment income to the extent any debt investments have fixed interest rates, or floating interest rates subject to an interest rate cap below the then-current levels, and as a result such interest rates of these debt investments will not increase. In periods of rising interest rates, our cost of funds will also increase because we expect that the interest rates on the majority of amounts we borrow will be floating. In periods of declining interest rates, our net investment income could be reduced as the interest income earned on our floating rate debt investments declines and any new fixed rate debt may be issued at lower coupon rates. Additionally, in periods of declining interest rates, the rate of prepayments has historically tended to increase (as does price fluctuation) as borrowers are motivated to pay off debt and refinance at new lower rates. During such periods, we would expect reinvestment of the prepayment proceeds by us to generally be at lower rates of return than the return on the assets that were prepaid. There can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act and applicable commodities laws. These activities may limit our ability to benefit from lower interest rates with respect to hedged borrowings. In the past, we have entered into certain hedging transactions, such as interest rate swap agreements, to mitigate our exposure to adverse fluctuations in interest rates, and we may do so again in the future. However, we cannot assure you that such transactions will be successful in mitigating our exposure to interest rate risk. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations.

We depend upon our Adviser and Administrator for our success and upon their access to the investment professionals and partners of Morgan Stanley and its affiliates.

We do not have any internal management capacity or employees. We depend on the diligence, skill and network of business contacts of the senior investment professionals of our Adviser to achieve our investment objective. We cannot assure you that we will replicate the historical results achieved for other Morgan Stanley funds, and we caution you that our investment returns could be substantially lower than the returns achieved by them in prior periods. We expect that the Adviser will evaluate, negotiate, structure, close and monitor our investments in accordance with the terms of the Investment Advisory Agreement. We can offer no assurance, however, that the senior investment professionals of the Adviser will continue to provide investment advice to us. The loss of any member of the Investment Committee or of other senior investment professionals of the Adviser and its affiliates could limit our ability to achieve our investment objective and operate as we anticipate. In addition, we can offer no assurance that the resources, relationships and expertise of Morgan Stanley will be available for every transaction or generally during the term of the Company. This could have a material adverse effect on our financial condition, results of operations and cash flows.

We depend on the diligence, skill and network of business contacts of the professionals available to our Administrator to carry out the administrative functions necessary for us to operate, including the ability to select and engage sub-administrators and third-party service providers. We can offer no assurance, however, that the professionals of the Administrator will continue to provide administrative services to us. In addition, we can offer no assurance that the resources, relationships and expertise of Morgan Stanley will be available to the Administrator throughout the term of the Company. This could have a material adverse effect on our financial condition, results of operations and cash flows.

Our business model depends to a significant extent upon strong referral relationships with private equity sponsors. Any inability of the Adviser to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.

We depend upon the Adviser’s and its affiliates’ relationships with private equity sponsors, and we rely to a significant extent upon these relationships to provide us with potential investment opportunities. If the Adviser fails to maintain such relationships, or to develop new relationships with other sponsors or sources of investment opportunities, we will not be able to grow our investment portfolio. In addition, individuals with whom the principals of the Adviser and its affiliates have relationships are not obligated to provide us with investment opportunities, and, therefore, we can offer no assurance that these relationships will generate investment opportunities for us in the future.

The time and resources that individuals associated with our Adviser devote to us may be diverted, and we may face additional competition due to the fact that neither our Adviser nor its affiliates are prohibited from raising money for or managing another entity that makes the same types of investments that we target.

The Adviser and its affiliates currently serve as the investment adviser for various funds, accounts and strategies, including the funds and accounts on the MS Private Credit platform, including the other MS BDCs, and are not prohibited from raising money for and managing future investment entities that make the same or similar types of investments as those we target. As a result, the time and resources that our Adviser devotes to us may be diverted, and during times of intense activity in other investment programs they may devote less time and resources to our business than is necessary or appropriate. In addition, we may compete with any such investment entity also advised by the Adviser or its affiliates for the same investors and investment opportunities.

We may not replicate the historical results achieved by other entities advised or sponsored by members of the Investment Committee, or by the Adviser or its affiliates.

Our investments may differ from those of existing accounts that are or have been sponsored or advised by members of the Investment Committee, the Adviser or affiliates of the Adviser. Investors in our securities are not acquiring an interest in any accounts that are or have been sponsored or advised by members of the Investment Committee, the Adviser or affiliates of the Adviser. Subject to the requirements of the 1940 Act and the provisions of the Order, we may co-invest in portfolio investments with other Affiliated Investment Accounts, including the MS BDCs, and any proprietary accounts of Morgan Stanley, if applicable. Any such investments are subject to regulatory limitations and approvals by the Independent Directors. We can offer no assurance, however, that we will obtain such approvals or develop opportunities that comply with such limitations. We also cannot assure you that we will replicate the historical results achieved for other Morgan Stanley funds by members of the Investment Committee (including the Affiliated Investment Accounts), and we caution you that our investment returns could be substantially lower than the returns achieved by them in prior periods. Additionally, all or a portion of the prior results may have been achieved in particular market conditions which may never be repeated. Moreover, current or future market volatility and regulatory uncertainty may have an adverse impact on our future performance.

Our financial condition and results of operations depend on our ability to manage future growth effectively.

Our ability to achieve our investment objective depends on our ability to grow, which depends, in turn, on the Adviser’s ability to identify, invest in and monitor companies that meet our investment selection criteria. Accomplishing this result on a cost-effective basis is largely a function of the Adviser’s structuring of the investment process, its ability to provide competent, attentive and efficient services to us and our access to financing on acceptable terms. We can offer no assurance that any current or future employees of the Adviser will contribute effectively to the work of, or remain associated with, the Adviser. We caution you that the principals of our Adviser or Administrator may also be called upon to provide managerial assistance to our portfolio companies and those of other investment vehicles, including the MS BDCs, which are advised by the Adviser. Such demands on their time may distract them or slow our rate of investment. Any failure to manage our future growth effectively could have a material adverse effect on our business, financial condition and results of operations.

The Adviser may frequently be required to make investment analyses and decisions on an expedited basis in order to take advantage of investment opportunities, and our Adviser may not have knowledge of all circumstances that could impact our investments.

Investment analyses and decisions by the Adviser may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to the Adviser at the time of making an investment decision may be limited. Therefore, we can offer no assurance that the Adviser will have knowledge of all circumstances that may adversely affect a portfolio investment, and the Adviser may make portfolio investments which it would not have made if more extensive due diligence had been undertaken. In addition, the Adviser may rely upon independent consultants and advisors in connection with its evaluation of proposed investments, and we can offer no assurance as to the accuracy or completeness of the information provided by such independent consultants and advisors or to the Adviser’s right of recourse against them in the event errors or omissions do occur.

There are significant potential conflicts of interest that could affect our investment returns.

As a result of our Adviser and Administrator’s affiliation with, and the Investment Committee members’ employment by, Morgan Stanley, there may be times when the Adviser, the Administrator or such persons have interests that differ from those of our unitholders, giving rise to a conflict of interest.

As a diversified global financial services firm, Morgan Stanley engages in a broad spectrum of activities, including financial advisory services, investment management activities, lending, commercial banking, sponsoring and managing private investment funds, engaging in broker-dealer transactions and principal securities, commodities and foreign exchange transactions, research publication and other activities. In the ordinary course of its business, Morgan Stanley is a full-service investment banking and financial services firm and therefore engages in activities where Morgan Stanley’s interests or the interests of its clients may conflict with the interests of our unitholders, notwithstanding Morgan Stanley’s participation as one of our investors. Investors should be aware that potential and actual conflicts of interest between Morgan Stanley or any Affiliated Investment Account, on the one hand, and us, on the other hand, may exist and others may arise in connection with our operation. Morgan Stanley’s employees may also have interests separate from those of Morgan Stanley and us. There is no assurance that conflicts of interest will be resolved in favor of the Company’s unitholders, and, in fact, they may not be.

Conflicts related to obligations the Investment Committee, the Adviser or its affiliates have to other clients and conflicts related to fees and expenses of such other clients.

Morgan Stanley, the parent company of the Adviser, has advised and may advise clients and has sponsored, managed or advised other Affiliated Investment Accounts with a wide variety of investment objectives that in some instances may overlap or conflict with our investment objectives and present conflicts of interest. In addition, Morgan Stanley routinely makes equity and debt investments in connection with its global business and operations. MS Private Credit may also from time to time create new or successor Affiliated Investment Accounts, which may include proprietary accounts of Morgan Stanley, that may compete with us and present similar conflicts of interest. In serving in these multiple capacities, Morgan Stanley, including the Adviser, the Investment Committee and the Investment Team, may have obligations to other clients or investors in Affiliated Investment Accounts, the fulfillment of which may not be in the best interests of us or our unitholders. For example, in connection with the management of investments for other Affiliated Investment Accounts, members of Morgan Stanley and its affiliates may serve on the boards of directors of or advise companies which may compete with our portfolio investments. Our investment objective may overlap with the investment objectives of certain Affiliated Investment Accounts. For example, the Adviser currently serves as the investment adviser to the MS BDCs. As a result, the members of the Investment Committee may face conflicts in the allocation of investment opportunities among us and other Affiliated Investment Accounts. Certain Affiliated Investment Accounts, including the MS BDCs, may provide for higher management fees, incentive fees, greater expense reimbursements or overhead allocations, or may permit the Adviser and its affiliates to receive higher origination and other transaction fees, all of which may contribute to this conflict of interest and create an incentive for the Adviser to favor such Affiliated Investment Accounts. For example, the 1940 Act restricts the Adviser from receiving more than a 1% fee in connection with loans that we acquire, or originate, a limitation that does not exist for certain other accounts.

Morgan Stanley currently invests and plans to continue to invest on its own behalf and on behalf of its Affiliated Investment Accounts in a wide variety of investment opportunities in North America, Europe and elsewhere. Morgan Stanley and, to the extent consistent with applicable law, exemptive relief and/or the Adviser’s allocation policies and procedures, its Affiliated Investment Accounts will be permitted to invest in investment opportunities without making such opportunities available to us beforehand. Subject to the requirements of any applicable exemptive relief, Morgan Stanley may offer investments that fall into the investment objectives of an Affiliated Investment Account to such account or make such investment on its own behalf, even though such investment also falls within our investment objectives. We may invest in opportunities that Morgan Stanley and/or one or more Affiliated Investment Accounts have declined, and vice versa. The Adviser and/or one or more of its affiliates has in the past and may in the future enter into one or more contractual arrangements with Syndication Partners including certain third parties that may or may not be advisory clients of the Adviser, whereby, subject to certain investment criteria, the Adviser would agree to present such third parties with certain co-investment opportunities alongside the MS Private Credit platform, including us. All of the foregoing may reduce the number of investment opportunities available to us and may create conflicts of interest in allocating investment opportunities among the Company and the Affiliated Investment Accounts, including any proprietary accounts of Morgan Stanley. Our Adviser has established allocation policies and procedures and will continue to allocate opportunities among one or more of the Company, such Affiliated Investment Accounts and Syndication Partners in accordance with the terms of such policies and procedures. Investors should note that such allocation decisions may not be resolved to our advantage. There can be no assurance that we will have an opportunity to participate in certain opportunities that fall within our investment objectives.

It is possible that Morgan Stanley or an Affiliated Investment Account will invest in a company that is or becomes a competitor of one of our portfolio companies. Such investment could create conflicts of interest among the Company, Morgan Stanley and/or the Affiliated Investment Account. Morgan Stanley may also have conflicts of interest in the allocation of Morgan Stanley resources to the portfolio company. In addition, certain Affiliated Investment Accounts will be focused primarily on investing in other funds which may have strategies that overlap and/or directly conflict and compete with us. In certain cases, we may be unable to invest in attractive opportunities because of the investment by these Affiliated Investment Accounts in such private equity or private credit sponsoring funds.

We do not expect to invest in, or hold securities of, companies that are controlled by an affiliate’s other clients. However, our Adviser or an affiliate’s other clients may invest in, and gain control over, one of our portfolio companies. If our Adviser or an affiliate’s other client, or clients, gains control over one of our portfolio companies, it may create conflicts of interest and may subject us to certain restrictions under the 1940 Act. As a result of these conflicts and restrictions our Adviser may be unable to implement our investment strategies as effectively as they could have in the absence of such conflicts or restrictions. For example, as a result of a conflict or restriction, our Adviser may be unable to engage in certain transactions that it would otherwise pursue. In order to avoid these conflicts and restrictions, our Adviser may choose to exit such investments prematurely and, as a result, we may forego any positive returns associated with such investments. In addition, to the extent that an affiliate’s other client holds a different class of securities than us as a result of such transactions, our interests may not be aligned.

It should be noted that Morgan Stanley has, directly and/or indirectly, made investments in certain of its Affiliated Investment Accounts, and accordingly Morgan Stanley’s investment in us in itself may not determine the outcome in the resolution of any of the foregoing conflicts.

In the course of our investing activities, we pay management and incentive fees to the Adviser and reimburse certain expenses of the Administrator. As a result, investors in our Units will invest on a “gross” basis and receive distributions on a “net” basis after expenses, resulting in a lower rate of

return than one might achieve through direct investments. As a result of this arrangement, there may be times when the Adviser has interests that differ from those of our unitholders, giving rise to a conflict.

The Investment Committee, the Adviser or its affiliates may, from time to time, possess material non-public information, or may not have access to certain information held by Morgan Stanley, each of which would limit our investment discretion.

Principals of the Adviser and its affiliates and members of the Investment Committee may serve as directors of, or in a similar capacity with, companies in which we invest, the securities of which are purchased or sold on our behalf. In the event that material nonpublic information is obtained with respect to such companies, or we become subject to trading restrictions in order to comply with applicable law, regulatory restrictions or internal policies or procedures, including without limitation joint transaction restrictions pursuant to the 1940 Act , we could be prohibited for a period of time from purchasing or selling the securities of such companies, and this prohibition may have an adverse effect on us.

The Adviser and/or Morgan Stanley may also from time to time be subject to contractual “stand-still” obligations and/or confidentiality obligations that may restrict the Adviser’s ability to trade in or make certain investments on behalf of the Company. In addition, Morgan Stanley may be precluded from disclosing such information to the Investment Team, even in circumstances in which the information would benefit the Company if disclosed. Therefore, the Adviser may not be provided access to material nonpublic information in the possession of Morgan Stanley that might be relevant to an investment decision to be made by the Company, and the Company may initiate a transaction or sell an investment that, if such information had been known to it, may not have been undertaken.

In addition, certain members of the Investment Team and of the Investment Committee may be recused from certain investment-related discussions, including investment committee meetings, so that such members do not receive information that would limit their ability to perform functions of their employment with Morgan Stanley unrelated to the Company. Furthermore, access to certain parts of Morgan Stanley may be subject to third party confidentiality obligations and to information barriers established by Morgan Stanley in order to manage potential conflicts of interest and regulatory restrictions, including without limitation joint transaction restrictions pursuant to the 1940 Act and internal policies and procedures. Accordingly, the Company’s ability to source investments from other business units within Morgan Stanley may be limited and there can be no assurance that the Company will be able to source any investments from any one or more parts of the Morgan Stanley network.

Our incentive fee structure may create incentives for the Adviser that are not fully aligned with the interests of our unitholders and may induce the Adviser to make speculative investments.

In the course of our investing activities, we pay a management fee and incentive fees to the Adviser.

Additional leverage would magnify positive returns, if any, on our portfolio, and our incentive fee would become payable to our Adviser (i.e., exceed the hurdle rate) at a lower average return on our portfolio. The Investment Advisory Agreement entitles our Adviser to receive an incentive fee based on our pre-incentive fee net investment income regardless of any capital losses. Thus, if we incur additional leverage, our Adviser may receive additional incentive fees without any corresponding increase (and potentially with a decrease) in our net performance. Additionally, the incentive fee payable by us to the Adviser may create an incentive for the Adviser to cause us to realize capital gains or losses that may not be in the best interests of us or our unitholders. Under the incentive fee structure, the Adviser benefits when we recognize capital gains and, because the Adviser determines when an investment is sold, the Adviser controls the timing of the recognition of such capital gains. Our Board of Directors is charged with protecting our unitholders’ interests by monitoring how the Adviser addresses these and other conflicts of interest associated with its management services and compensation.

Additionally, the part of the incentive fees payable to our Adviser that relates to our net investment income is computed and paid on income that may include interest income that has been accrued but not yet received in cash, such as market discount, debt instruments with PIK, interest, preferred units with PIK dividends, zero coupon securities, and other deferred interest instruments and may create an incentive for the Adviser to make investments on our behalf that are riskier or more speculative than would be the case in the absence of such compensation arrangement. This fee structure may be considered to give rise to a conflict of interest for the Adviser to the extent that it may encourage the Adviser to favor debt financings that provide for deferred interest, rather than current cash payments of interest. Under these investments, we will accrue the interest over the life of the investment, but we will not receive the cash income from the investment until the end of the term. Our net investment income used to calculate the income portion of our investment fee, however, includes accrued interest. The Adviser may have an incentive to invest in deferred interest securities in circumstances where it would not have done so but for the opportunity to continue to earn the fees even when the issuers of the deferred interest securities would not be able to make actual cash payments to us on such securities. This risk could be increased because the Adviser is not obligated to reimburse us for any fees received even if we subsequently incur losses or never receive in cash the deferred income that was previously accrued.

For federal income tax purposes, we may be required to recognize taxable income in some circumstances in which we do not receive a corresponding payment in cash and to make distributions with respect to such income to maintain our tax treatment as a RIC and/or minimize corporate-level U.S. federal income or excise tax. Under such circumstances, we may have difficulty meeting the Annual Distribution Requirement necessary to maintain RIC tax treatment under the Code. See “Item 1. Business –Certain Material U.S. Federal Income Tax Considerations—Election to be Taxed as a RIC.” This difficulty in making the required distribution may be amplified to the extent that we are required to pay the incentive fee on income with respect to such accrued income. As a result, we may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital, or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level U.S. federal income tax.

Conflicts related to other arrangements with the Adviser and its affiliates.

We pay to the Administrator our allocable portion of certain expenses incurred by the Administrator in performing its obligations under the Administration Agreement, such as our allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer. These arrangements create conflicts of interest that our Board of Directors monitors.

The assets of the Company could be considered to be “plan assets” for purposes of ERISA.

We do not intend to limit investment by employee benefit plans or other investors that may be subject to ERISA or Section 4975 of the Code. We anticipate that our Units will continue to be a “publicly offered security” for purposes of ERISA. However, if at any time any class of our Units are not considered a “publicly-offered security” for purposes of ERISA, the Company may be deemed to hold “plan assets” subject to ERISA and Section 4975 of the Code. If any portion of the Company’s assets are deemed to be “plan assets” for purposes of ERISA and/or Section 4975 of the Code, the Company may be restricted from making certain otherwise desirable investments or entering into otherwise desirable transactions. In particular, because of the broad, global nature of Morgan Stanley’s business and the potential conflicts raised by those activities, it is possible that there could be numerous transactions that the Company is not permitted to participate in under ERISA and/or Section 4975 of the Code. However, if the Units continue to qualify as a “publicly-offered security” under ERISA, or if the Company establishes that “benefit plan investors” (as defined under ERISA) in the aggregate hold less than 25% of the total value of each class of equity interest in the entity, the Company’s assets would not be considered to be plan assets.

Our ability to enter into transactions with our affiliates is restricted.

As a BDC, we are prohibited under the 1940 Act from participating in certain transactions with certain of our affiliates without the prior approval of a majority of our Independent Directors and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities is our affiliate for purposes of the 1940 Act, and we are generally prohibited from buying or selling any securities from or to such affiliate on a principal basis, absent the prior approval of our Board of Directors and, in some cases, the SEC. The 1940 Act also prohibits certain “joint” transactions with certain of our affiliates, which in certain circumstances could include investments in the same portfolio company (whether at the same or different times to the extent the transaction involves a joint investment), without prior approval of our Board of Directors and, in some cases, the SEC. If a person acquires more than 25% of our voting securities, we will be prohibited from buying or selling any security from or to such person or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates.

The SEC has interpreted the BDC regulations governing transactions with affiliates to prohibit certain joint transactions involving entities that share a common investment adviser. As a result of these restrictions, we are prohibited from buying or selling any security from or to any portfolio company that is controlled by a fund advised by the Adviser or their respective affiliates without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us.

We may, however, invest alongside our Adviser’s and/or its affiliates’ other clients, in certain circumstances where doing so is consistent with applicable law and SEC staff interpretations, guidance and exemptive relief orders. However, although the Adviser endeavors to fairly allocate investment opportunities in the long-run, we can offer no assurance that investment opportunities will be allocated to us fairly or equitably in the short-term or over time. The SEC has granted us and our Adviser the Order, that allows us to enter into certain negotiated co-investment transactions alongside certain Regulated Funds and Affiliated Entities (each as defined in the Order) in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the conditions specified in the Order. Pursuant to the Order, we are able to enter into certain negotiated co-investment transactions alongside certain Regulated Funds and Affiliated Entities (each as defined in the Order), in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. The Order contains certain conditions and requires the Board to maintain oversight of our participation in the co-investment program. The Order also requires a “required majority” (as defined in Section 57(o) of the 1940 Act) of our eligible directors to make certain conclusions pursuant to Section 57(f) of the 1940 Act in connection with certain co-investment transactions, including co-investment transactions in which an affiliate is an existing investor in the portfolio company, non-pro rata follow on investments and non-pro rata dispositions of investments.

In situations where co-investment with affiliates’ other clients is not permitted under the 1940 Act and related rules, existing or future staff guidance, or the terms and conditions of the Order (as discussed above), our Adviser will need to decide which client or clients will proceed with the investment. Generally, we will not have an entitlement to make a co-investment in these circumstances and, to the extent that another client elects to proceed with the investment, we will not be permitted to participate. Moreover, except in certain circumstances, we will not invest in any issuer in which an affiliate’s other client holds a controlling interest.

The recommendations given to us by our Adviser may differ from those rendered to their other clients.

Our Adviser and its affiliates may give advice and recommend securities to other clients which may differ from advice given to, or securities recommended or bought for, us even though such other clients’ investment objectives may be similar to ours.

We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.

The business of identifying and structuring investments of the types contemplated by us is competitive and involves a high degree of uncertainty. We are competing for investments with other investment funds, including the MS BDCs, as well as more traditional lending institutions and private credit-focused competitors. Over the past several years, an increasing number of funds have been formed, with investment objectives similar to, or overlapping with, our investment objectives (and many such existing funds have grown substantially in size). In addition, other firms and institutions are seeking to capitalize on the perceived opportunities with vehicles, funds and other products that are expected to compete with us for investments. Other investors may make competing offers for investment opportunities that we identify. Even after an agreement in principle has been reached with the board of directors or owners of an acquisition target, consummating the transaction is subject to a myriad of uncertainties, only some of which are foreseeable or within the control of the Adviser. Some of our competitors may have access to greater amounts of capital and to capital that may be committed for longer periods of time or may have different return thresholds than us, and thus these competitors may have advantages over us. In addition, issuers may prefer to take advantage of favorable high-yield markets and issue subordinated debt in those markets, which could result in fewer credit investment opportunities for us. In addition to competition from other investors, the availability of investment opportunities generally will be subject to market

conditions as well as, in many cases, the prevailing regulatory or political climate. We can offer no assurance that we will be successful in obtaining suitable investments, or that if we make such investments, our objectives will be achieved.

We will be subject to corporate-level income tax if we are unable to qualify as a RIC.

In order to qualify as a RIC under the Code, we must meet certain source-of-income, asset diversification and distribution requirements. The distribution requirement for a RIC is satisfied if we distribute to our unitholders distributions for U.S. federal income tax purposes of an amount generally at least equal to 90% of our ICTI, which is generally our net ordinary income plus the excess of our net short-term capital gains in excess of our net long-term capital losses, determined without regard to any deduction for distributions paid, to our unitholders on an annual basis. We are subject, to the extent we use debt financing, to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to qualify as a RIC. If we are unable to obtain cash from other sources, we may fail to be subject to tax as a RIC, in which case we will be subject to corporate-level income tax. To qualify as a RIC, we must also meet certain asset diversification requirements at the end of each quarter of our taxable year. Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to continue to qualify as a RIC. Because most of our investments are in private or thinly traded public companies, any such dispositions could be made at disadvantageous prices and may result in substantial losses. If we fail to qualify as a RIC for any reason and become subject to corporate-level income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distributions to unitholders, the amount of our distributions and the amount of funds available for new investments. Such a failure would have a material adverse effect on us and our unitholders. See “Item 1. Business—Certain Material U.S. Federal Income Tax Considerations—Taxation as a RIC.”

We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.

For U.S. federal income tax purposes, we include in income certain amounts that we have not yet received in cash, such as the accretion of OID. This may arise if we receive warrants in connection with the making of a loan and in other circumstances, or through contracted PIK interest, which represents contractual interest added to the loan balance and due at the end of the loan term. Such OID, which could be significant relative to our overall investment activities, or increases in loan balances as a result of contracted PIK arrangements, are included in our income before we receive any corresponding cash payments. We also may be required to include in income certain other amounts that we do not receive in cash.

That part of the incentive fee payable by us that relates to our net investment income is computed and paid on income that may include interest that has been accrued but not yet received in cash, such as market discount, debt instruments with PIK interest, preferred units with PIK dividends and zero coupon securities. If a portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously used in the calculation of the incentive fee will become uncollectible, and the Adviser will have no obligation to refund any fees it received in respect of such accrued income.

Since in certain cases we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement in a given taxable year to distribute to our unitholders distributions for U.S. federal income tax purposes an amount at least equal to 90% of our ICTI, determined without regard to any deduction for distributions paid, to our unitholders to qualify and maintain our ability to be subject to tax as a RIC. In such a case, we may have to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements. If we are not able to obtain such cash from other sources, we may fail to qualify as a RIC and thus be subject to corporate-level income tax.

We will need to raise additional capital to grow because we must distribute most of our income.

We will need additional capital to fund new investments and grow our portfolio of investments. We intend to access the capital markets periodically to issue debt or equity securities or borrow from financial institutions in order to obtain such additional capital. Unfavorable economic conditions could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. A reduction in the availability of new capital could limit our ability to grow. In addition, we are required to distribute each taxable year an amount at least equal to 90% of our ICTI, determined without regard to any deduction for distributions paid as dividends for U.S. federal income tax purposes, to our unitholders to maintain our ability to be subject to tax as a RIC. As a result, these earnings are not available to fund new investments. An inability to access the capital markets successfully could limit our ability to grow our business and execute our business strategy fully and could decrease our earnings, if any. This would have an adverse effect on the value of our securities. If we are not able to raise capital and are at or near our targeted leverage ratios, we may receive smaller allocations, if any, on new investment opportunities under the Adviser’s allocation policies and procedures.

If we are not treated as a “publicly offered regulated investment company,” as defined in the Code, U.S. unitholders that are individuals, trusts or estates will be taxed as though they received a distribution of some of our expenses.

For any taxable year that we are not treated as a “publicly offered regulated investment company,” which status is acquired as a result of either (1) our Units and preferred units collectively being held by at least 500 persons at all times during a taxable year, (2) our Units are continuously offered pursuant to a public offering (within the meaning of Section 4 of the Securities Act) or (3) our Units being treated as regularly traded on an established securities market, each U.S. unitholder that is an individual, trust or estate will be treated as having received a dividend for U.S. federal income tax purposes from us in the amount of such U.S. unitholder’s allocable share of the management fee paid to our investment adviser and certain of our other expenses for the calendar year, and these fees and expenses will be treated as miscellaneous itemized deductions of such U.S. unitholder. Miscellaneous itemized deductions generally are not deductible by a U.S. unitholder that is an individual, trust or estate. See “Item 1. Business – Certain Material U.S. Federal Income Tax Considerations – Taxation of U.S. Unitholders.”

Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital. As a BDC, the necessity of raising additional capital exposes us to risks, including the typical risks associated with leverage.

We may issue debt securities or preferred units and/or borrow money from banks or other financial institutions, which we refer to collectively as “senior securities,” up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act, we are currently permitted to issue “senior securities,” including borrowing money from banks or other financial institutions, only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% of gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy the applicable asset coverage ratio. If that happens, we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous. Also, any amounts that we use to service our indebtedness would not be available for distributions to holders of our Units. If we issue senior securities, we will be exposed to typical risks associated with leverage, including an increased risk of loss.

In the absence of an event of default, no person or entity from which we borrow money has a veto right or voting power over our ability to set policy, make investment decisions or adopt investment strategies. If we issue preferred units, which is another form of leverage, the preferred units would rank “senior” to the Units in our capital structure. Preferred unitholders would have separate voting rights on certain matters and might have other rights, preferences or privileges more favorable than those of our common unitholders, and the issuance of preferred units could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for holders of our Units or otherwise be in the best interest of our common unitholders. Our common unitholders will directly or indirectly bear all of the costs associated with offering and servicing any preferred units that we issue. In addition, any interests of preferred unitholders may not necessarily align with the interests of our common unitholders and the rights of preferred unitholders to receive distributions would be senior to those of our common unitholders. We do not, however, anticipate issuing preferred units in the next 12 months.

We are not generally able to issue and sell our Units at a price below net asset value per unit. We may, however, sell our Units, or warrants, options or rights to acquire our Units, at a price below the then-current net asset value per Unit if our Board of Directors determines that such sale is in the best interests of us and our common unitholders, and if our common unitholders approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board of Directors, closely approximates the market value of such securities (less any distributing commission or discount). If we raise additional funds by issuing Units or senior securities convertible into, or exchangeable for, our Units, then the percentage ownership of our common unitholders at that time will decrease, and holders of our Units might experience dilution.

We intend to finance our investments with borrowed money, which will magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us.

The use of leverage magnifies the potential for gain or loss on amounts invested. The use of leverage is generally considered a speculative investment technique and increases the risks associated with investing in our securities. The amount of leverage that we employ will be subject to the restrictions of the 1940 Act and the supervision of our Board of Directors. At the time of any proposed borrowing, the amount of leverage we employ will also depend on our Adviser’s assessment of market and other factors. We cannot assure you that we will be able to obtain credit at all or on terms acceptable to us. For example, due to the interplay of the 1940 Act restrictions on principal and joint transactions and the U.S. risk retention rules adopted pursuant to Section 941 of Dodd-Frank, as a BDC we are limited in our ability to enter into any securitization transactions. We cannot assure you that the SEC or any other regulatory authority will modify such regulations or provide administrative guidance that would give us greater flexibility to enter into securitizations. We have in the past and may in the future issue senior debt securities to banks, insurance companies and other lenders. Lenders of these senior securities will have fixed dollar claims on our assets that are superior to the claims of our common unitholders, and we would expect such lenders to seek recovery against our assets in the event of a default. We may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instruments we may enter into with lenders. Under the terms of any credit facility or debt instrument we enter into, we are likely to be required to comply with certain financial and operational covenants. Failure to comply with such covenants could result in a default under the applicable credit facility or debt instrument if we are unable to obtain a waiver from the applicable lender or holder, and such lender or holder could accelerate repayment under such indebtedness and negatively affect our business, financial condition, results of operations and cash flows. In addition, under the terms of any credit facility or other debt instrument we enter into, we are likely to be required by its terms to use the net proceeds of any investments that we sell to repay a portion of the amount borrowed under such facility or instrument before applying such net proceeds to any other uses. If the value of our assets decreases, leveraging would cause our net asset value to decline more sharply than it otherwise would have had we not leveraged, thereby magnifying losses or eliminating our equity stake in a leveraged investment.

Similarly, any decrease in our net investment income will cause our net income to decline more sharply than it would have had we not borrowed. Such a decline would also negatively affect our ability to make distributions on our Units or any outstanding preferred units. Our ability to service our debt depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures. Our common unitholders bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the base management fee payable to the Adviser.

As a BDC, we generally are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include our borrowings and any preferred units that we may issue in the future, which is currently 150%. If this ratio were to decline below 150% (or such other percentage as may be prescribed by law from time to time), we could not incur additional debt and could be required to sell a portion of our investments to repay some debt when it was disadvantageous to do so. This could have a material adverse effect on our operations, and we may not be able to make distributions in amounts sufficient to maintain our status as a RIC, or at all.

The following table illustrates the effect of leverage on returns from an investment in our Units as of December 31, 2025, assuming various annual returns, net of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing in the table below.


	Assumed Return on Our Portfolio (Net of Expenses)
		(10.0	)%	(5.0	)%	0.0	%	5.0	%	10.0	%
Corresponding return to common unitholders assuming actual asset coverage as of December 31, 2025 (1)		(27.4	)%	(17.1	)%	(6.8	)%	3.6	%	13.9	%

(1)

Assumes $6,973.1 million in total assets, $3,290.8 million in debt outstanding and $3,379.8 million in net assets as of December 31, 2025, and an average cost of funds of 6.9%, which is our weighted average interest rate as of December 31, 2025, excluding unused fees and financing costs.

Based on our outstanding indebtedness of $3,291 million as of December 31, 2025 and the weighted average annual interest rate of 6.9% (excluding unused fees and financing costs), our investment portfolio would have been required to experience an annual return of at least 3.3% to cover annual interest payments on the outstanding debt.

We are subject to risks associated with our Credit Facilities.

We have entered into a senior secured revolving credit agreement with the Company, as borrower, ING, as administrative agent, Sumitomo Mitsui Banking Corporation, MUFG Union Bank, N.A., and Truist Securities, Inc. as joint lead arrangers, and the lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “ING Facility”).

PIF Financing SPV LLC, our wholly owned subsidiary, or Financing SPV, entered into a loan and servicing agreement with Financing SPV, as the borrower, Wells Fargo Bank, National Association, as the administrative agent and swingline lender, the Company, as the equityholder and as the servicer, and State Street Bank and Trust Company, as collateral agent and as collateral custodian (as amended, restated, supplemented or otherwise modified from time to time the “Wells Funding Facility”).

PIF Financing II SPV LLC, our wholly owned subsidiary, or Financing II SPV, entered into a loan and security agreement with Financing II SPV, as the borrower, Citizens Bank, N.A., as the facility agent, the lenders party thereto, the Company, as the servicer, as the equityholder and as the transferor, and State Street Bank and Trust Company, as collateral agent, as account bank and as collateral custodian (as amended, restated, supplemented or otherwise modified from time to time the “CBNA Funding Facility”).

SLIC Financing SPV LLC, our wholly owned subsidiary, us, as successor by merger to SL Investment Corp., as parent and servicer and a pledgor, U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary, JP Morgan Chase Bank, N.A., as administrative agent (“JPM”), the lenders party thereto, and the issuing banks party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “JPM Facility”).

We anticipate that we or a wholly-owned and consolidated subsidiary of ours may enter into one or more senior revolving credit facilities of the Company or any subsidiary in the future (together with the ING Facility, the Wells Funding Facility, the CBNA Funding Facility and the JPM Facility, each a “Credit Facility” and together, the “Credit Facilities”). As a result of the Credit Facilities, we would be subject to a variety of risks, including those set forth below.

Any inability to renew, extend or replace the Credit Facilities could adversely impact our liquidity and ability to find new investments or maintain distributions to our unitholders.

There can be no assurance that we would be able to renew, extend or replace the Credit Facilities upon their maturity on terms that are favorable to us, if at all. Our ability to renew, extend or replace the Credit Facilities would be constrained by then-current economic conditions affecting the credit markets. In the event that we were unable to renew, extend or replace the Credit Facilities at the time of maturity, this could have a material adverse effect on our liquidity and ability to fund new investments, our ability to make distributions to our unitholders and our ability to qualify as a RIC.

In addition to regulatory limitations on our ability to raise capital, our financing agreements contain various covenants, which, if not complied with, could accelerate our repayment obligations under such agreements, thereby materially and adversely affecting our liquidity, financial condition, results of operations and ability to pay distributions.

We will have a continuing need for capital to finance our investments. We are party to various financing agreements from time to time which contain customary representations and warranties and we are required to comply with various covenants, reporting requirements and other customary requirements for similar financing agreements.

Our continued compliance with the covenants contained under these financing agreements depends on many factors, some of which may be beyond our control. We can offer no assurances that we would continue to comply with any such covenants. Our failure to satisfy the respective covenants could result in foreclosure by the lenders under the applicable credit facility or governing instrument or acceleration by the applicable lenders or noteholders, which would accelerate our repayment obligations under the relevant agreement and thereby have a material adverse effect on our business, liquidity, financial condition, results of operations and ability to pay distributions to our unitholders. These financing agreements may also include customary cross-default provisions, and if the indebtedness is accelerated, we may be unable to repay or finance the amounts due.

Our interests in any subsidiary that enters into a Credit Facility would be subordinated, and we may not receive cash on our equity interests from any such subsidiary.

We consolidate the financial statements of our wholly owned subsidiaries in our consolidated financial statements and treat the indebtedness of any such subsidiary as our leverage. Our interests in any wholly owned direct or indirect subsidiary of ours would be subordinated in priority of payment to every other obligation of any such subsidiary and would be subject to certain payment restrictions set forth in any Credit Facility. We would receive cash distributions on our equity interests in any such subsidiary only if such subsidiary had made all required cash interest payments to the lenders and no default exists under any Credit Facility. We cannot assure you that distributions on the assets held by any such subsidiary would be sufficient to make any distributions to us or that such distributions would meet our expectations.

We would receive cash from any such subsidiary only to the extent that we would receive distributions on our equity interests in such subsidiary. Any such subsidiary would be able to make distributions on its equity interests only to the extent permitted by the payment priority provisions of the Credit Facility. We expect that any Credit Facility would generally provide that payments on such interests may not be made on any payment date unless all amounts owing to the lenders and other secured parties are paid in full. In addition, if such subsidiary would not meet the borrowing base test set forth in any Credit Facility documents, a default would occur. In the event of a default under any Credit Facility documents, cash would be diverted from us to pay the lender and other secured parties until they would be paid in full. In the event that we would fail to receive cash from such subsidiary, we could be unable to make distributions to our unitholders in amounts sufficient to maintain our status as a RIC, or at all. We also could be forced to sell investments in portfolio companies at less than their fair value in order to continue making such distributions.

Our equity interests in any such subsidiary would rank behind all of the secured and unsecured creditors, known or unknown, of such subsidiary, including the lenders in any Credit Facility. Consequently, to the extent that the value of such subsidiary’s portfolio of loan investments would have been reduced as a result of conditions in the credit markets, defaulted loans, capital gains and losses on the underlying assets, prepayment or changes in interest rates, the return on our investment in such subsidiary could be reduced. Accordingly, our investment in such subsidiary may be subject to up to a complete loss.

Our ability to sell investments held by any subsidiary that enters into a Credit Facility would be limited.

Our existing Credit Facilities place significant restrictions on our ability, as servicer, to sell investments, and we expect that any Credit Facility we enter into in the future would include similar restrictions. As a result, there may be times or circumstances during which we would be unable to sell investments or take other actions that might be in our best interests.

We may enter into reverse repurchase agreements, which are another form of leverage.

We may enter into reverse repurchase agreements as part of our management of our temporary investment portfolio. Under a reverse repurchase agreement, we will effectively pledge our assets as collateral to secure a short-term loan. Generally, the other party to the agreement makes the loan in an amount equal to a percentage of the fair value of the pledged collateral. At the maturity of the reverse repurchase agreement, we will be required to repay the loan and correspondingly receive back our collateral. While used as collateral, the assets continue to pay principal and interest which are for the benefit of us. Our use of reverse repurchase agreements, if any, involves many of the same risks involved in our use of leverage, as the proceeds from reverse repurchase agreements generally will be invested in additional securities. There is a risk that the market value of the securities acquired in the reverse repurchase agreement may decline below the price of the securities that we have sold but remain obligated to purchase. In addition, there is a risk that the market value of the securities retained by us may decline. If a buyer of securities under a reverse repurchase agreement were to file for bankruptcy or experience insolvency, we may be adversely affected. Also, in entering into reverse repurchase agreements, we would bear the risk of loss to the extent that the proceeds of such agreements at settlement are less than the fair value of the underlying securities being pledged. In addition, due to the interest costs associated with reverse repurchase agreements, our net asset value will decline, and, in some cases, we may be worse off than if we had not used such agreements.

We may be subject to risks associated with any collateralized loan obligations, or CLOs, we enter into to finance our investments.

We may enter into CLOs through a direct or indirect subsidiary of ours (any such subsidiary, an “MS Issuer”). As a result of these CLOs, we would be subject to a variety of risks, including those set forth below. We use the term “CLO” to describe a form of secured borrowing under which an operating company (sometimes referred to as an “originator” or “sponsor”) acquires or originates mortgages, receivables, loans or other assets that earn income, whether on a one-time or recurring basis (collectively, “income producing assets”), and borrows money on a non-recourse basis against a legally separate pool of loans or other income producing assets. In a typical CLO, the originator transfers the loans or income producing assets to a single-purpose, bankruptcy-remote subsidiary (also referred to as a “special purpose entity”), which is established solely for the purpose of holding loans and

income producing assets and issuing debt secured by these income producing assets. The special purpose entity completes the borrowing through the issuance of notes secured by the loans or other assets. The special purpose entity may issue the notes in the capital markets to a variety of investors, including banks, non-bank financial institutions and other investors. In the CLOs, we would expect institutional investors to purchase the notes issued by an MS Issuer in a private placement, while we would retain the equity interest in the CLOs and consolidate the assets and liabilities of the CLOs on our balance sheet.

If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC or be precluded from investing according to our current business strategy.

As a BDC, we may not acquire any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are qualifying assets. See “Item 1. Business—Regulation as a Business Development Company—Qualifying Assets.”

In the future, we believe that most of our investments will constitute qualifying assets. However, we may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we could violate the 1940 Act provisions applicable to BDCs. As a result of such violation, specific rules under the 1940 Act could prevent us, for example, from making follow-on investments in existing portfolio companies (which could result in the dilution of our position) or could require us to dispose of investments at inappropriate times in order to come into compliance with the 1940 Act. If we need to dispose of such investments quickly, it could be difficult to dispose of such investments on favorable terms. We may not be able to find a buyer for such investments and, even if we do find a buyer, we may have to sell the investments at a substantial loss. Any such outcomes would have a material adverse effect on our business, financial condition, results of operations and cash flows.

Failure to qualify as a BDC would decrease our operating flexibility.

If we do not maintain our status as a BDC, we would be subject to regulation as a registered closed-end investment company under the 1940 Act. As a registered closed-end investment company, we would be subject to substantially more regulatory restrictions under the 1940 Act which would significantly decrease our operating flexibility.

The majority of our portfolio investments are recorded at fair value as determined in good faith by our Valuation Designee, under the supervision of our Board of Directors and, as a result, there may be uncertainty as to the value of our portfolio investments.

The majority of our portfolio investments take the form of securities for which no market quotations are readily available. The fair value of securities and other investments that are not publicly traded may not be readily determinable, and we value these securities at fair value as determined in good faith by our Valuation Designee (as defined below), subject to oversight by the Board, including to reflect significant events affecting the value of our securities. As discussed in more detail under “Note 5. Fair Value Measurements” in the notes to our consolidated financial statements, most, if not all, of our investments (other than cash and cash equivalents) are classified as Level 3 under ASC Topic 820, Fair Value Measurements (“ASC 820”). This means that our portfolio valuations are based on unobservable inputs and our Valuation Designee’s assumptions about how market participants would price the asset or liability in question. Inputs into the determination of fair value of our portfolio investments require significant management judgment or estimation. Even if observable market data are available, such information may be the result of consensus pricing information or broker quotes, which may include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimers materially reduces the reliability of such information.

The Board of Directors has delegated to the Adviser as a valuation designee, or the Valuation Designee, the responsibility of determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors, pursuant to Rule 2a-5 under the 1940 Act. As such, the Valuation Designee is charged with determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors. The participation of the Adviser’s investment professionals in our valuation process could result in a conflict of interest as the Adviser’s base management fee is based, in part, on our average net assets and our incentive fees will be based, in part, on unrealized losses.

We have retained the services of independent service providers to review the valuation of these securities. The valuation of all or a portion of our portfolio investments for which a market quote is not readily available will be reviewed by an independent valuation firm at least quarterly or more often as determined by the Valuation Designee or the Board. The types of factors that our Valuation Designee, under the supervision of our Board of Directors, may take into account in determining the fair value of our investments generally include, as appropriate, comparison to publicly traded securities, including such factors as yield, maturity and measures of credit quality, the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business and other relevant factors. Because such valuations, and in particular, the valuations of private securities and private companies, are inherently uncertain, they may fluctuate over short periods of time and may be based on estimates, and thus our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Our net asset value could be adversely affected if our determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such securities.

We adjust quarterly (or as otherwise may be required by the 1940 Act in connection with the issuance of our Units) the valuation of our portfolio to reflect our Board of Directors’ approval of the fair value of each investment in our portfolio, as determined by the Valuation Designee. Any changes in fair value are recorded in the aggregate in our consolidated statement of operations as a net change in unrealized appreciation or depreciation.

Our Board of Directors has the authority, except as otherwise provided in the 1940 Act, to modify or waive our investment objective and certain of our operating policies and strategies without prior notice and without unitholder approval. However, absent unitholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current investment objective, operating policies and strategies would have on our business, operating results and the value of our Units. Nevertheless, any such changes could adversely affect our business and impair our ability to make distributions.

There are risks associated with any potential merger with or purchase of assets of another fund.

The Adviser may in the future recommend to our Board that we merge with or acquire all or substantially all of the assets of one or more funds including a fund that could be managed by the Adviser or its affiliates (including another BDC). We do not expect that the Adviser would recommend any such merger or asset purchase unless it determines that it would be in the best interest of us and our unitholders, with such determination dependent on factors it deems relevant, which may include our historical and projected financial performance and any proposed merger partner, portfolio composition, potential synergies from the merger or asset sale, available alternative options and market conditions. In addition, no such merger or asset purchase would be consummated absent the meeting of various conditions required by applicable law or contract, at such time, which may include approval of the board of directors and common equity holders of both funds. If the Adviser is the investment adviser of both funds, various conflicts of interest would exist with respect to any such transaction. Such conflicts of interest may potentially arise from, among other things, differences between the compensation payable to the Adviser by us and by the entity resulting from such a merger or asset purchase or efficiencies or other benefits to the Adviser as a result of managing a single, larger fund instead of two separate funds.

The Adviser can resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.

The Adviser has the right to resign under the Investment Advisory Agreement at any time upon not less than 60 days’ written notice, whether we have found a replacement or not. If the Adviser resigns, we may not be able to find a new investment adviser or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our business, financial condition, results of operations and cash flows as well as our ability to pay distributions are likely to be adversely affected and the value of our Units may decline. In addition, the coordination of our internal management and investment activities is likely to suffer if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by the Adviser and its affiliates. Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our business, financial condition, results of operations and cash flows.

The Administrator can resign on 60 days’ notice, and we may not be able to find a suitable replacement, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.

The Administrator has the right to resign under the Administration Agreement at any time upon not less than 60 days’ written notice, whether we have found a replacement or not. If the Administrator resigns, we may not be able to find a new administrator or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected and the value of our Units may decline. In addition, the coordination of our internal management and administrative activities is likely to suffer if we are unable to identify and reach an agreement with a service provider or individuals with the expertise possessed by the Administrator.

Even if we are able to retain a comparable service provider or individuals to perform such services, whether internal or external, their integration into our business and lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our business, financial condition, results of operations and cash flows.

We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer and our portfolio may be concentrated in a limited number of industries.

We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. Additionally, our portfolio may be concentrated in a limited number of industries and a downturn in any particular industry in which we are invested could significantly impact the aggregate returns we realize.

To the extent that we assume large positions in the securities of a small number of issuers or our portfolio is concentrated in a limited number of industries, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer or particular industry. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond our asset diversification requirements as a RIC under the Code, we do not have fixed guidelines for diversification, and our investments could be concentrated in relatively few portfolio companies. Although we are classified as a non-diversified investment company within the meaning of the 1940 Act, we maintain the flexibility to operate as a diversified investment company. To the extent that we operate as a non-diversified investment company, we may be subject to greater risk.

We may be subject to risks associated with our investments in the software industry.

We could invest in portfolio companies in the software industry, and a downturn in the industry could significantly impact the aggregate returns we realize on such investments. For example, portfolio companies in the software industry are subject to a number of risks. The revenue, income (or losses) and valuations of software and other technology-related companies can and often do fluctuate suddenly and dramatically. In addition, because of rapid technological change, the average selling prices of software products have historically decreased over their productive lives. As a result, the average selling prices of software offered by our portfolio companies may decrease over time, which could adversely affect their operating results and, correspondingly, the value of any securities that we may hold. Additionally, companies operating in the software industry are subject to vigorous competition, changing technology, changing client and end-consumer needs, evolving industry standards and frequent introductions of new products and services. Our portfolio companies in the software industry could compete with companies that are larger and could be engaged in a greater range of businesses or have greater financial, technical, sales or other resources than our portfolio companies do. Our portfolio companies could lose market share if their competitors introduce or acquire new products that compete with their software and related services or add new features to existing products. Any deterioration in the results of our portfolio companies due to competition or otherwise could, in turn, materially adversely affect our business, financial condition and results of operations.

The liability of each of the Adviser and the Administrator is limited, and we have agreed to indemnify each against certain liabilities, which may lead them to act in a riskier manner on our behalf than each would when acting for its own account.

Under the Investment Advisory Agreement, the Adviser does not assume any responsibility to us other than to render the services called for under that agreement, and it is not responsible for any action of our Board of Directors in following or declining to follow the Adviser’s advice or recommendations. Under the terms of the Investment Advisory Agreement, the Adviser, its directors, trustees, officers, equityholders or members (and their equityholders or members, including the owners of their equityholders or members), agents, employees, any person controlling or controlled by the Adviser, any other person affiliated with the Adviser and any other person or entity acting on behalf of the Adviser are not liable to us or any equityholders for acts or omissions performed by the Adviser in accordance with any of its duties or obligations under the Investment Advisory Agreement or otherwise as investment adviser of the Company (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services), except where attributable to the willful misfeasance, bad faith or gross negligence in the performance of such person’s obligations or duties or by reason of reckless disregard of the Adviser’s duties or obligations under the Investment Advisory Agreement. In addition, we have agreed to indemnify the Adviser and each of its directors, trustees, officers, equityholders or members (and their equityholders or members, including the owners of their equityholders or members), agents, employees, any person controlling or controlled by the Adviser, any other person affiliated with the Adviser and any other person or entity acting on behalf of the Adviser from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with the performance of such person’s duties or obligations under the Investment Advisory Agreement or otherwise as an investment adviser to the Company, except where attributable to the willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of reckless disregard of the Adviser’s obligations or duties under the Investment Advisory Agreement, subject to the provisions of the Company’s organizational documents, the 1940 Act, and the laws of the State of New York. Under the Administration Agreement, the Administrator and certain specified parties providing administrative services pursuant to that agreement are not liable to us or our unitholders for, and we have agreed to indemnify them for, any claims or losses arising out of the good faith performance of their duties or obligations under the Administration Agreement, except where attributable to the willful misfeasance, bad faith or gross negligence or by reason of reckless disregard of the Administrator’s duties or obligations under the Administration Agreement, subject to the provisions of the 1940 Act. These protections may lead the Adviser or the Administrator to act in a riskier manner when acting on our behalf than it would when acting for its own account.

We may invest in derivatives or other assets that expose us to certain risks, including market risk, liquidity risk and other risks similar to those associated with the use of leverage.

We may invest in derivatives and other assets that are subject to many of the same types of risks related to the use of leverage. Derivative transactions, if any, will generally create leverage for us and involve significant risks. The primary risks related to derivative transactions include counterparty, correlation, liquidity, leverage, volatility, over-the-counter trading, operational and legal risks. In addition, a small investment in derivatives could have a large potential impact on our performance, effecting a form of investment leverage on our portfolio. In certain types of derivative transactions, we could lose the entire amount of our investment; in other types of derivative transactions the potential loss is theoretically unlimited.

Rule 18f-4 under the 1940 Act requires BDCs that use derivatives to be subject to a value-at-risk leverage limit and requires the adoption and implementation of a derivatives risk management program that is reasonably designed to identify, assess and manage its derivatives transaction trading risk, subject to certain exceptions. Additionally, subject to certain conditions, funds that do not invest heavily in derivatives may be deemed limited derivatives users and would not be subject to the full requirements of Rule 18f-4. The Company intends to operate under the limited derivatives user exemption of Rule 18f-4 and has adopted written policies and procedures reasonably designed to manage the Company’s derivatives risk pursuant to Rule 18f-4. In connection with the adoption of Rule 18f-4, the SEC also eliminated the asset segregation and cover framework arising from prior SEC guidance for covering derivatives and certain financial instruments. Collectively, these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.

Rule 18f-4 also permits us to enter into reverse repurchase agreements or similar financing transactions notwithstanding the senior security provision of the 1940 Act if we aggregate the amount of indebtedness associated with our reverse repurchase agreements or similar financing transactions with the aggregate amount of any other senior securities representing indebtedness when calculating the asset coverage ratios as discussed herein. In addition, under the “delayed-settlement securities” provision of Rule 18f-4, we are permitted to invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, and the transaction will be deemed not to involve a senior security under the 1940 Act, provided that (i) we intend to physically settle the transaction and (ii) the transaction will settle within 35 days of its trade date. We may otherwise engage in such transaction as a “derivatives transaction” for purposes of compliance with the rule. Furthermore, we are permitted to enter into an unfunded commitment agreement, and such unfunded commitment agreement will not be subject to the asset coverage requirements under the 1940 Act if we reasonably believe, at the

time we enter into such agreement, that we will have sufficient cash and cash equivalents to meet our obligations with respect to all such agreements as they come due. We cannot predict the effects of these requirements.

Risks Relating to Our Investments

Limitations of investment due diligence expose us to investment risk.

Our due diligence may not reveal all of a portfolio company’s liabilities and may not reveal other weaknesses in its business. We can offer no assurance that our due diligence processes will uncover all relevant facts that would be material to an investment decision. Before making an investment in, or a loan to, a company, our Adviser will assess the strength and skills of the company’s management and other factors that it believes are material to the performance of the investment.

In making the assessment and otherwise conducting customary due diligence, our Adviser will rely on the resources available to it and, in some cases, an investigation by third parties. This process is particularly important and highly subjective with respect to newly organized entities because there may be little or no information publicly available about the entities.

We may make investments in, or loans to, companies which are not subject to public company reporting requirements including requirements regarding preparation of financial statements and our portfolio companies may utilize divergent reporting standards that may make it difficult for the Adviser to accurately assess the prior performance of a portfolio company. We will, therefore, depend upon the compliance by investment companies with their contractual reporting obligations. As a result, the evaluation of potential investments and our ability to perform due diligence on, and effectively monitor investments, may be impeded, and we may not realize the returns which we expect on any particular investment. In the event of fraud by any company in which we invest or with respect to which we make a loan, we may suffer a partial or total loss of the amounts invested in that company.

Our debt investments may be risky, and we could lose all or part of our investments.

The debt instruments in which we invest are typically not rated by any rating agency, but we believe that if such investments were rated, they would be below investment grade (rated lower than “Baa3” by Moody’s Investors Service, lower than “BBB-” by Fitch Ratings or lower than “BBB-” by Standard & Poor’s Ratings Services), which under the guidelines established by these entities is an indication of having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Bonds that are rated below investment grade are sometimes referred to as “high yield bonds” or “junk bonds.” Therefore, our investments may result in an above average amount of risk and volatility or loss of principal.

Defaults by our portfolio companies will harm our operating results.

A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its debt financing and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize a portfolio company’s ability to meet its obligations under the debt or equity securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting portfolio company. In addition, lenders in certain cases can be subject to lender liability claims for actions taken by them when they become too involved in the borrower’s business or exercise control over a borrower. It is possible that we could become subject to a lender’s liability claim, including as a result of actions taken if we render managerial assistance to the borrower.

We may experience fluctuations in our periodic operating results.

We could experience fluctuations in our periodic operating results due to a number of factors, including the interest rate payable on the debt securities we acquire, the default rate on such securities, the number and size of investments we originate or acquire, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. In light of these factors, results for any period should not be relied upon as being indicative of our performance in future periods.

Economic recessions or downturns could impair our portfolio companies and defaults by our portfolio companies will harm our operating results.

Many of our portfolio companies are susceptible to economic slowdowns or recessions and may be unable to repay our loans during these periods. Therefore, our non-performing assets are likely to increase and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions may decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing our investments and harm our operating results. For more information, see “—We are operating in a period of capital markets volatility and economic uncertainty. The conditions have materially and adversely affected debt and equity capital markets in the United States, and any future volatility or instability in capital markets may have a negative impact on our business and operations.”

Inflation could adversely impact our portfolio companies and our results of our operations.

Certain of our portfolio companies are in industries that could be impacted by inflation. If such portfolio companies are unable to pass any increases in their costs of operations along to their customers, it could adversely affect their operating results and impact their ability to pay distributions on our equity investments and/or interest and principal on our loans, particularly if interest rates rise in response to inflation. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future realized or unrealized losses and therefore reduce our net increase (decrease) in net assets resulting from operations.

We may hold the debt securities of distressed companies that may enter into bankruptcy proceedings.

Companies that are financially distressed due to leverage or other factors may experience bankruptcy or similar financial distress. The bankruptcy process has a number of significant inherent risks. Many events in a bankruptcy proceeding are the product of contested matters and adversary proceedings and are beyond the control of the creditors. A bankruptcy filing by an issuer may adversely and permanently affect the issuer. If the proceeding is converted to a liquidation, the value of the issuer may not equal the liquidation value that was believed to exist at the time of the investment. The duration of a bankruptcy proceeding is also difficult to predict, and a creditor’s return on investment can be adversely affected by delays until the plan of reorganization or liquidation ultimately becomes effective. The administrative costs of a bankruptcy proceeding are frequently high and would be paid out of the debtor’s estate prior to any return to creditors. Because the standards for classification of claims under bankruptcy law are vague, our influence with respect to the class of securities or other obligations we own may be lost by increases in the number and amount of claims in the same class or by different classification and treatment. In the early stages of the bankruptcy process, it is often difficult to estimate the extent of, or even to identify, any contingent claims that might be made. In addition, certain claims that have priority by law (for example, claims for taxes) may be substantial.

Depending on the facts and circumstances of our investments and the extent of our involvement in the management of a portfolio company, upon the bankruptcy of a portfolio company, a bankruptcy court may recharacterize our debt investments as equity interests and subordinate all or a portion of our claim to that of other creditors. This could occur even though we may have structured our investment as senior debt.

Our investments in private, middle-market portfolio companies are risky, and you could lose all or part of your investment.

Investments in private middle-market companies involve a number of significant risks. Generally, little public information exists about these companies, and we rely on the ability of the Adviser’s investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. Further, these companies may not have third-party debt ratings or audited financial statements. We must therefore rely solely on the ability of the Adviser to obtain adequate information through due diligence to evaluate the creditworthiness and potential returns from investing in these companies, which information may not include all information or resources which may be available from other areas of Morgan Stanley. If the Adviser is unable to uncover all material information about these companies, it may not make a fully informed investment decision, and we may lose money on our investments. Middle-market companies generally have less predictable operating results and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. Middle-market companies may have limited financial resources, may have difficulty accessing the capital markets to meet future capital needs and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of our realizing any guarantees we may have obtained in connection with our investment. In addition, such companies typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Additionally, middle-market companies are more likely to depend on the management talents and efforts of a small group of persons. Therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us. Middle-market companies also may be parties to litigation and may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence. In addition, our executive officers, directors and the Adviser may, in the ordinary course of business, be named as defendants in litigation arising from our investments.

Subordinated liens on collateral securing debt investments that we will make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.

Certain debt investments that we make in portfolio companies will be secured on a second priority basis by the same collateral securing senior debt of such companies. The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the debt. The holders of obligations secured by the first priority liens on the collateral will generally control the liquidation of and be entitled to receive proceeds from any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. We can offer no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be sufficient to satisfy the debt obligations secured by the second priority liens after payment in full of all obligations

secured by the first priority liens on the collateral. If such proceeds are not sufficient to repay amounts outstanding under the debt obligations secured by the second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any. Similarly, investments in “last out” pieces of tranched first lien loans will be similar to second lien loans in that such investments will be junior in priority to the “first out” piece of the same tranched loan with respect to payment of principal, interest and other amounts.

We may also make unsecured debt investments in portfolio companies, meaning that such investments will not benefit from any interest in collateral of such companies. Liens on such portfolio companies’ collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured debt agreements. The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. We can offer no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured debt obligations after payment in full of all secured debt obligations. If such proceeds were not sufficient to repay the outstanding secured debt obligations, then our unsecured claims would rank equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any.

The rights we may have with respect to the collateral securing the debt investments we make in our portfolio companies with senior debt outstanding, or first-out pieces of tranched first lien debt, may also be limited pursuant to the terms of one or more inter-creditor agreements that we enter into with the holders of senior debt. Under such an inter-creditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first priority liens: the ability to cause the commencement of enforcement proceedings against the collateral; the ability to control the conduct of such proceedings; the approval of amendments to collateral documents; releases of liens on the collateral; and waivers of past defaults under collateral documents. We may not have the ability to control or direct such actions, even if our rights are adversely affected.

Certain loans in our portfolio may consist of “covenant-lite” loans. Generally, covenant-lite loans permit borrowers more opportunity to negatively impact lenders because such loans may not require the borrower to maintain debt service or other financial ratios and do not include terms which allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. Accordingly, to the extent we invest in covenant-lite loans, we may have less protection from borrower actions and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants. Ownership of covenant-lite loans may expose us to different risks, including with respect to liquidity, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants. As of December 31, 2025, approximately 51% of our portfolio, measured as percent of gross commitments, is in loans that are considered “covenant-lite.”

Our investments in traded bank loans and other liquid debt securities of U.S. corporate issuers could include “covenant-lite” loans, which may expose us to different risks, including with respect to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants.

A significant number of high yield loans in the market, in particular the broadly syndicated loan market, may consist of “covenant-lite” loans. Our investments, in particular investments in traded bank loans and other liquid debt securities of U.S. corporate issuers, including broadly syndicated loans, could include “covenant-lite” loans. Generally, covenant-lite loans permit borrowers more opportunity to negatively impact lenders because such loans do not require the borrower to maintain debt service or other financial ratios and do not include terms which allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. Accordingly, to the extent we invest in covenant-lite loans, we may have less protection from borrower actions and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants. Ownership of covenant-lite loans may expose us to different risks, including with respect to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants.

The lack of liquidity in our investments may adversely affect our business.

Our investments are illiquid in most cases, and we can offer no assurance that we will be able to realize on such investments in a timely manner. A substantial portion of our investments in leveraged companies are and will be subject to legal and other restrictions on resale or will otherwise be less liquid than more broadly traded public securities. The illiquidity of these investments may make it difficult for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments. We may also face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we, the Adviser or any of its affiliates have material nonpublic information regarding such portfolio company.

In addition, we generally expect to invest in securities, instruments and assets that are not, and are not expected to become, publicly traded. We will generally not be able to sell securities publicly unless the sale is registered under applicable securities laws, or unless an exemption from such registration requirements is available.

Investments may be illiquid and long-term. Illiquidity may result from the absence of an established or liquid market for investments as well as legal and contractual restrictions on their resale by us. It is generally expected that we will hold assets to maturity, and the amount of “discretionary sales” of investments generally will be limited. Our investment in illiquid investments may restrict its ability to dispose of investments in a timely fashion and for a fair price. Furthermore, we likely will be limited in our ability to sell investments because Morgan Stanley may have material, non-public information regarding the issuers of such loans or investments or as a result of measures established by Morgan Stanley in order to comply with applicable law, regulatory restrictions or internal policies or procedures, including without limitation joint transaction restrictions pursuant to the 1940 Act. This limited ability to sell investments could materially adversely affect our investment results. As a result, our exposure to losses, including a potential loss of principal, as a result of which you could potentially lose all or a portion of your investment in us, may be increased due to the illiquidity of our investments generally.

In certain cases, we may also be prohibited by contract from selling our investments for a period of time or otherwise be restricted from disposing of our investments. Furthermore, certain types of investments expected to be made may require a substantial length of time to realize a return or fully liquidate. We may exit some investments through distributions in kind to the unitholders, after which such you will still bear the risks associated with holding the securities and must make your own disposition decisions.

Given the nature of the investments contemplated by the Company, there is a material risk that we will be unable to realize our investment objectives by sale or other disposition at attractive prices or will otherwise be unable to complete any exit strategy. In particular, this risk could arise from changes in the financial condition or prospects of the portfolio company in which the investment is made, changes in national or international economic conditions, changes in debt and equity capital markets and changes in laws, regulations, fiscal policies or political conditions of countries in which investments are made.

In connection with the disposition of an investment in a portfolio company, we may be required to make representations about the business and financial affairs of the portfolio company, or may be responsible for the contents of disclosure documents under applicable securities laws. We may also be required to indemnify the purchasers of such investment or underwriters to the extent that any such representations or disclosure documents turn out to be incorrect, inaccurate or misleading. These arrangements may result in contingent liabilities, for which we may establish reserves or escrows. However, we can offer no assurance that we will adequately reserve for our contingent liabilities and that such liabilities will not have an adverse effect on us. Such contingent liabilities might ultimately have to be funded by proceeds, including the return of capital, from our other investments.

As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by our Valuation Designee, under the supervision of our Board of Directors. As part of the valuation process, we may take into account the following types of factors, if relevant, in determining the fair value of our investments:

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a comparison of the portfolio company’s securities to publicly traded securities;

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the enterprise value of the portfolio company;

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the nature and realizable value of any collateral;

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the portfolio company’s ability to make payments and its earnings and discounted cash flow;

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the markets in which the portfolio company does business;

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the changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made in the future; and

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other relevant factors.

When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the external event to corroborate our valuation. We record decreases in the market values or fair values of our investments as unrealized depreciation. Declines in prices and liquidity in the corporate debt markets may result in significant net unrealized depreciation in our portfolio. The effect of all of these factors on our portfolio may reduce our net asset value by increasing net unrealized depreciation in our portfolio. Any unrealized losses in our portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to the affected loans. Depending on market conditions, we could incur substantial realized losses and ultimately experience reductions of our income available for distribution in future periods. We may also suffer additional unrealized losses in future periods, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, decreases in the market value or fair value of our investments will reduce our net asset value.

Our investments in OID and PIK instruments may expose us to investment risk.

To the extent that we invest in OID or PIK instruments and the accretion of OID or PIK interest income constitutes a portion of our income, we will be exposed to risks associated with the requirement to include such non-cash income in taxable and accounting income prior to receipt of cash, including the following:

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the interest rates on PIK loans are higher to reflect the time-value of money on deferred interest payments and the higher credit risk of borrowers who may need to defer interest payments, and PIK instruments generally represent a significantly higher credit risk than coupon loans;

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OID and PIK instruments may have unreliable valuations because the accruals require judgments about ultimate collectability of the deferred payments and the value of any associated collateral;

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an election to defer PIK interest payments by adding them to the principal on such instruments increases our future investment income which increases our net assets and, as such, increases the Adviser’s future management fees which, thus, increases the Adviser’s future income incentive fees at a compounding rate;

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market prices of OID and PIK instruments and other zero-coupon instruments are affected to a greater extent by interest rate changes, and may be more volatile than instruments that pay interest periodically in cash. While PIK instruments are usually less volatile than zero-coupon debt instruments, PIK instruments are generally more volatile than cash pay securities;

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the deferral of PIK interest on an instrument increases the loan-to-value ratio, which is a measure of the riskiness of a loan, with respect to such instrument;

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even if the conditions for income accrual under GAAP are satisfied, a borrower could still default when actual payment is due upon the maturity of such loan;

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for accounting purposes, cash distributions to investors representing OID income do not come from paid-in capital, although they may be paid from the offering proceeds. Thus, although a distribution of OID income may come from the cash invested by investors, the 1940 Act does not require that investors be given notice of this fact;

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the required recognition of OID or PIK interest for U.S. federal income tax purposes may have a negative impact on liquidity, as it represents a non-cash component of our investment company taxable income that may require cash distributions to shareholders in order to maintain our ability to maintain tax treatment as a RIC for U.S. federal income tax purposes; and

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OID may create a risk of non-refundable cash payments to the Adviser based on non-cash accruals that may never be realized.

Our portfolio companies may be unable to repay or refinance outstanding principal on their loans at or prior to maturity.

Our portfolio companies may be unable to repay or refinance outstanding principal on their loans at or prior to maturity. This risk and the risk of default is increased to the extent that the loan documents do not require the portfolio companies to pay down the outstanding principal of such debt prior to maturity. Any failure of one or more portfolio companies to repay or refinance its debt at or prior to maturity or the inability of one or more portfolio companies to make ongoing payments following an increase in contractual interest rates could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our portfolio companies may prepay loans, which may reduce our yields if capital returned cannot be invested in transactions with equal or greater expected yields.

The loans in our investment portfolio may be prepaid at any time, generally with little advance notice. Whether a loan is prepaid will depend both on the continued positive performance of the portfolio company and the existence of favorable financing market conditions that allow such company the ability to replace existing financing with less expensive capital. As market conditions change, we do not know when, and if, prepayment may be possible for each portfolio company. In some cases, the prepayment of a loan may reduce our achievable yield if the capital returned cannot be invested in transactions with equal or greater expected yields, which could have a material adverse effect on our business, financial condition and results of operations.

We may be subject to risks associated with syndicated loans.

From time to time, we will acquire interests in syndicated loans for cash management purposes, including to manage payment obligations under our unit repurchase program. Under the documentation for syndicated loans, a financial institution or other entity typically is designated as the administrative agent and/or collateral agent. This agent is granted a lien on any collateral on behalf of the other lenders and distributes payments on the indebtedness as they are received. The agent is the party responsible for administering and enforcing the loan and generally may take actions only in accordance with the instructions of a majority or two-thirds in commitments and/or principal amount of the associated indebtedness. In most cases, we do not expect to hold a sufficient amount of the indebtedness to be able to compel any actions by the agent. Consequently, we would only be able to direct such actions if instructions from us were made in conjunction with other holders of associated indebtedness that together with us compose the requisite percentage of the related indebtedness, then entitled to take action. Conversely, if holders of the required amount of the associated indebtedness other than us desire to take certain actions, such actions may be taken even if we did not support such actions. Furthermore, if an investment is subordinated to one or more senior loans made to the applicable obligor, our ability to exercise such rights may be subordinated to the exercise of such rights by the senior lenders. Accordingly, we may be precluded from directing such actions unless we act together with other holders of the indebtedness. If we are unable to direct such actions, we cannot assure you that the actions taken will be in our best interests.

If an investment is a syndicated revolving loan or delayed drawdown loan, other lenders may fail to satisfy their full contractual funding commitments for such loan, which could create a breach of contract, result in a lawsuit by the obligor against the lenders and adversely affect the fair market value of our investment.

There is a risk that a loan agent in respect of one of our loans may become bankrupt or insolvent. Such an event would delay, and possibly impair, any enforcement actions undertaken by holders of the associated indebtedness, including attempts to realize upon the collateral securing the associated indebtedness and/or direct the agent to take actions against the related obligor or the collateral securing the associated indebtedness and actions to realize on proceeds of payments made by obligors that are in the possession or control of any other financial institution. In addition, we may be unable to remove the agent in circumstances in which removal would be in our best interests. Moreover, agented loans typically allow for the agent to resign with certain advance notice.

Our investments in portfolio companies may expose us to environmental risks.

We may invest in portfolio entities that are subject to changing and increasingly stringent environmental and health and safety laws, regulations and permit requirements and environmental costs that could place increasing financial burdens on such portfolio entities. Required expenditures for environmental compliance may adversely impact investment returns on portfolio entities. The imposition of new environmental and other laws, regulations and initiatives could adversely affect the business operations and financial stability of portfolio entities.

There can be no guarantee that all costs and risks regarding compliance with environmental laws and regulations can be identified. New and more stringent environmental and health and safety laws, regulations and permit requirements or stricter interpretations of current laws or regulations could impose substantial additional costs on portfolio investment or potential investments. Compliance with such current or future environmental requirements does not ensure that the operations of the portfolio investments will not cause injury to the environment or to people under all circumstances or that the portfolio investments will not be required to incur additional unforeseen environmental expenditures. Moreover, failure to comply with any such requirements could have a material adverse effect on an investment, and we can offer no assurance that the portfolio investments will at all times comply with all applicable environmental laws, regulations and permit requirements.

Additionally, our portfolio companies may be subject to certain so-called sustainability risks, or ESG events or conditions that, if they occur, could cause an actual or potential material impact on the value of the Company, including, but not limited to, the following:

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Climate change risks include both global warming driven by human emissions of greenhouse gases and the resulting large-scale shifts in weather patterns. Risks associated with climate change include transition risks (policy changes, reputational impacts and shifts in market preferences, norms and technology) and physical risk (physical impacts of climate change such as droughts, floods or thawing ground);

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Natural resource risks including rising costs from resource scarcity or resource usage taxes and systemic risk from biodiversity loss;

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Pollution and waste risks including liabilities associated with contamination and waste management costs;

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Human capital risks include declining employee productivity, attrition and turnover costs, pandemics and supply chain reputational risks or disruption;

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Community risks factors including loss of license to operate, operational disruptions caused by protests or boycotts and systematic inequality and instability;

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Security and safety risks such as consumer security, data privacy and security; and

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Other climate-related conditions and events that present risks related to the physical impacts of the climate and risks related to a potential transition to a lower carbon economy.

We have not yet identified all of the portfolio company investments we will acquire and we may have difficulty sourcing investment opportunities.

We have not yet identified all of the potential investments for our portfolio that we will acquire with the proceeds of any sales of our securities or repayments of investments currently in our portfolio, and we cannot assure investors that we will be able to locate a sufficient number of suitable investment opportunities to allow us to deploy all available capital successfully. Privately negotiated investments in loans and illiquid securities of private, middle-market companies require substantial due diligence and structuring, and we cannot assure you that we will achieve our anticipated investment pace. As a result, investors will be unable to evaluate any future portfolio company investments prior to purchasing our Units. The Adviser selects all of our investments, and our unitholders will have no input with respect to such investment decisions. These factors increase the uncertainty, and thus the risk, of investing in our securities. Until such appropriate investment opportunities can be found, we may also invest the net proceeds in cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less from the date of investment. We expect these temporary investments to earn yields substantially lower than the income that we expect to receive in respect of our targeted investment types. As a result, any distributions we make during this period may be substantially smaller than the distributions that we expect to pay when our portfolio is fully invested. To the extent we are unable to deploy all available capital, our investment income and, in turn, our results of operations, will likely be materially adversely affected. There is no assurance that we will be able to consummate investment transactions or that such transactions will be successful.

Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.

Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments, in seeking to:

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increase or maintain in whole or in part our position as a creditor or equity ownership percentage in a portfolio company;

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exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or

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preserve or enhance the value of our investment.

We have discretion to make follow-on investments, subject to the availability of capital resources and certain limitations on co-investment with affiliates under the 1940 Act. Failure on our part to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful portfolio company. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our level of risk, because we prefer other opportunities or because of regulatory or other considerations. Our ability to make follow-on investments may also be limited by the Adviser’s allocation policies and procedures.

Because we generally do not hold controlling equity interests in our portfolio companies, we may not be able to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.

To the extent that we do not hold controlling equity interests in portfolio companies, we will have a limited ability to protect our position in such portfolio companies. We may also co-invest with third parties through partnerships, joint ventures or other entities. Such investments may involve risks in connection with such third-party involvement, including the possibility that a third-party co-investor may have economic or business interests or goals that are inconsistent with ours or may be in a position to take (or block) action in a manner contrary to our investment objective. In those circumstances where such third parties involve a management group, such third parties may receive compensation arrangements relating to such investments, including incentive compensation arrangements. We do not currently intend to create or acquire primary control of any entity that primarily engaged in investment activities in securities or other assets, other than entities wholly owned by us.

We may suffer a loss if a portfolio company defaults on a loan and the underlying collateral is not sufficient.

In the event of a default by a portfolio company on a secured loan, we will only have recourse to the assets collateralizing the loan. If the underlying collateral value is less than the loan amount, we will suffer a loss. In addition, we may make loans that are unsecured, which are subject to the risk that other lenders may be directly secured by the assets of the portfolio company. In the event of a default, those collateralized lenders would have priority over us with respect to the proceeds of a sale of the underlying assets. In cases described above, we may lack control over the underlying asset collateralizing our loan or the underlying assets of the portfolio company prior to a default, and as a result the value of the collateral may be reduced by acts or omissions by owners or managers of the assets.

In the event of bankruptcy of a portfolio company, we may not have full recourse to its assets in order to satisfy our loan, or our loan may be subject to “equitable subordination.” This means that depending on the facts and circumstances, including the extent to which we actually provided significant “managerial assistance,” if any, to that portfolio company, a bankruptcy court might re-characterize our debt holding and subordinate all or a portion of our claim to that of other creditors. In addition, certain of our loans are subordinate to other debt of the portfolio company. If a portfolio company defaults on our loan or on debt senior to our loan, or in the event of a portfolio company bankruptcy, our loan will be satisfied only after the senior debt receives payment. Where debt senior to our loan exists, the presence of inter-creditor arrangements may limit our ability to amend our loan documents, assign our loans, accept prepayments, exercise our remedies (through “standstill” periods) and control decisions made in bankruptcy proceedings relating to the portfolio company. Bankruptcy and portfolio company litigation can significantly increase collection losses and the time needed for us to acquire the underlying collateral in the event of a default, during which time the collateral may decline in value, causing us to suffer losses.

If the value of collateral underlying our loan declines or interest rates increase during the term of our loan, a portfolio company may not be able to obtain the necessary funds to repay our loan at maturity through refinancing. Decreasing collateral value and/or increasing interest rates may hinder a portfolio company’s ability to refinance our loan because the underlying collateral cannot satisfy the debt service coverage requirements necessary to obtain new financing. If a borrower is unable to repay our loan at maturity, we could suffer a loss which may adversely impact our financial performance.

We can offer no assurance that portfolio company management will be able to operate their companies in accordance with our expectations.

The day-to-day operations of each portfolio company in which we invest are the responsibility of that portfolio company’s management team. Although we are responsible for monitoring the performance of each investment and generally intend to invest in portfolio companies operated by strong management, we can offer no assurance that the existing management team, or any successor, will be able to operate any such portfolio company in accordance with our expectations. We can offer no assurance that a portfolio company will be successful in retaining key members of its management team, the loss of whom could have a material adverse effect on us. Although we generally intend to invest in companies with strong management teams and defensible market positions, we can offer no assurance that the existing management of such companies will continue to operate a company successfully.

Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies and such portfolio companies may not generate sufficient cash flow to service their debt obligations to us.

We may invest a portion of our capital in second lien and subordinated loans issued by our portfolio companies. Our portfolio companies may have, or be permitted to incur, other debt that ranks equally with, or senior to, the debt securities in which we invest. Such subordinated investments are subject to greater risk of default than senior obligations as a result of adverse changes in the financial condition of the obligor or in general economic conditions. If we make a subordinated investment in a portfolio company, the portfolio company may be highly leveraged, and its relatively high debt-to-equity

ratio may create increased risks that its operations might not generate sufficient cash flow to service all of its debt obligations. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments in respect of the securities in which we invest. These debt instruments would usually prohibit the portfolio companies from paying interest on or repaying our investments in the event of and during the continuance of a default under such debt. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of securities ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying senior creditors, the portfolio company may not have any remaining assets to use for repaying its obligation to us where we are junior creditor. In the case of debt ranking equally with debt securities in which we invest, we would have to share any distributions on an equal and ratable basis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

Additionally, certain loans that we make to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured debt of such companies. The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of obligations secured by first priority liens on the collateral will generally control the liquidation of, and be entitled to receive proceeds from, any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. Similarly, investments in “last out” pieces of tranched first lien loans will be similar to second lien loans in that such investments will be junior in priority to the “first out” piece of the same tranched first lien loan with respect to payment of principal, interest and other amounts. We can offer no assurance that the proceeds, if any, from sales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second priority liens or the “last out” pieces of the tranched first lien loans after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds were not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens or the “last out” pieces of unitranche loans, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any.

We may make unsecured loans to portfolio companies, meaning that such loans will not benefit from any interest in collateral of such companies.

Liens on a portfolio company’s collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured loan agreements. The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. We can offer no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured loan obligations after payment in full of all loans secured by collateral. If such proceeds were not sufficient to repay the outstanding secured loan obligations, then our unsecured claims would rank equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any.

The rights we may have with respect to the collateral securing any junior priority loans, including any “last out” pieces of tranched first lien loans, we make to our portfolio companies may also be limited pursuant to the terms of one or more intercreditor agreements that we enter into (or the absence of an intercreditor agreement) with the holders of senior debt. Under a typical intercreditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first priority liens:

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the ability to cause the commencement of enforcement proceedings against the collateral;

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the ability to control the conduct of such proceedings;

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the approval of amendments to collateral documents;

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the releases of liens on the collateral; and

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the waivers of past defaults under collateral documents.

We may not have the ability to control or direct such actions, even if our rights as junior lenders are adversely affected.

We may be subject to risks under hedging transactions and may become subject to risks if we invest in foreign securities.

We may invest in non-U.S. companies, to the limited extent such investments are permitted under the 1940 Act. We expect that these investments would focus on the same types of investments that we make in U.S. middle-market companies. Investing in securities of non-U.S. companies involves many risks including economic, social, political, financial, tax and security conditions, potential inflationary economic environments, regulation by foreign governments, different accounting standards and political uncertainties. These factors could include changes in economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other laws or restrictions applicable to the non-U.S. company or investments in their securities and the possibility of fluctuations in the rate of exchange between currencies.

We have entered, and may in the future enter, into hedging transactions, which may expose us to risks associated with such transactions. We may seek to utilize instruments such as interest rate swaps, caps, collars and floors and, if we were to invest in foreign securities, we could use instruments such as forward contracts or currency options and borrow under a credit facility in currencies selected to minimize our foreign currency exposure. In each such case, we would seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates and the relative value of certain debt securities from changes in market interest rates. Use of these hedging instruments may include counter-party credit risk. To the extent we have non-U.S. investments, particularly investments denominated in non-U.S. currencies, our hedging costs will increase. Hedging against a decline in the values of our portfolio positions would not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions declined. However, such hedging could establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions could also limit the opportunity

for gain if the values of the underlying portfolio positions increased. Moreover, it might not be possible to hedge against an exchange rate or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price.

The success of our hedging strategy will depend on our ability to correctly identify appropriate exposures for hedging. In connection with the Series A Notes, Series B Notes, Series C Notes, Series D Notes and the 2028 Notes (each as defined below), which bear interest at fixed rates, we entered into interest rate swaps to continue to align the interest rates of our liabilities with our investment portfolio, which consists of predominately floating rate loans. However, unanticipated changes in currency exchange rates or other exposures that we might hedge may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary, as may the time period in which the hedge is effective relative to the time period of the related exposure. Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security. If restrictions on exercise were imposed, we might be unable to exercise an option we had purchased. If we were unable to close out an option that we had purchased on a security, it would have to exercise the option in order to realize any profit or the option may expire worthless. For a variety of reasons, we may not seek to (or be able to) establish a perfect correlation between such hedging instruments and the positions being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations. Income derived from hedging transactions also is not eligible to be distributed to non-U.S. stockholders free from withholding taxes. Changes to the regulations applicable to the financial instruments we use to accomplish our hedging strategy could affect the effectiveness of that strategy.

We may not realize gains from our equity investments.

When we invest in unitranche, second lien and subordinated loans, we may acquire warrants or other equity securities of portfolio companies as well. We may also invest in equity securities directly. To the extent we hold equity investments, we will seek to dispose of them and realize gains upon our disposition of them. However, the equity interests we receive may not appreciate in value and may decline in value. As a result, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.

We may be subject to risks to the extent we provide managerial assistance to our portfolio companies.

To the extent we participate substantially in the conduct of the management of certain of our portfolio companies, such as designating directors to serve on the boards of directors of certain portfolio companies, such designation of representatives and other measures contemplated could expose our assets to claims by a portfolio company in which we invest, its security-holders and its creditors, including claims that we are a controlling person and thus are liable for securities laws violations of a portfolio company. These measures also could result in certain liabilities in the event of the bankruptcy or reorganization of a portfolio company, could result in claims against us if a designated director violates their fiduciary or other duties to a portfolio company or fail to exercise appropriate levels of care under applicable corporate or securities laws, environmental laws or other legal principles, and could expose us to claims that we have interfered in management to the detriment of a portfolio company.

Risks Relating to an Investment in Our Securities

Investing in our Units may involve an above average degree of risk.

The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and a higher risk of volatility or loss of principal. Our investments in portfolio companies involve higher levels of risk, and therefore, an investment in our units may not be suitable for someone with lower risk tolerance. In addition, our Units are intended for long-term investors who can accept the risks of investing primarily in illiquid loans and other debt or debt-like instruments and should not be treated as a trading vehicle.

Our Units are not listed, and we do not intend to list our Units, on an exchange, nor are our Units quoted through a quotation system. Therefore, our unitholders will have limited liquidity and may not receive a full return of invested capital upon selling their Units or upon liquidation of the Company.

Our Units are illiquid investments for which there is not a secondary market, nor is it expected that any such secondary market will develop in the future. We do not intend to list our Units on a national securities exchange. Liquidity for an investor’s Units will be limited to participation in our unit repurchase program, which may not be for a sufficient number of Units to meet an investor’s request and which we have no obligation to maintain. In addition, in any repurchase offer, if the amount requested to be repurchased in any repurchase offer exceeds the repurchase offer amount, repurchases of Units would generally be made on a pro rata basis (based on the number of Units put to us for repurchases), not on a first-come, first-served basis. In addition, any Units repurchased pursuant to our unit repurchase program may be purchased at a price which may reflect a discount from the purchase price unitholders paid for the units being repurchased. See “Overview of the Company – Unit Repurchase Program” for a detailed description of the unit repurchase program.

We are relying on an exemption from registration under the Securities Act and state securities laws in offering our Units pursuant to the Subscription Agreements. As such, absent an effective registration statement covering our Units, such Units may be resold only in transactions that are exempt from the registration requirements of the Securities Act. Our Units will have limited transferability which could delay, defer or prevent a transaction or a change of control of the Company that might involve a premium price for our securities or otherwise be in the best interest of our common unitholders.

There is a risk that you may not receive distributions or that our distributions may not grow over time, and a portion of our distributions may be a return of capital.

We intend to make periodic distributions to our unitholders out of assets legally available for distribution. We may fund our cash distributions to unitholders from any sources of funds available to us, including offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to us on account of preferred and common equity investments in portfolio companies and fee and expense reimbursement waivers from the Adviser or the Administrator, if any. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely affected by the impact of one or more of the risk factors described in this report.

Due to the asset coverage test applicable to us under the 1940 Act as a BDC, we may be limited in our ability to make distributions. To the extent we make distributions to unitholders that include a return of capital, such portion of the distribution essentially constitutes a return of the common unitholder’s original investment in the Company and does not represent income or capital gains. Although such return of capital may not be taxable, such distributions may increase an investor’s tax liability for capital gains upon the future sale of our Units. A return of capital distribution may cause a unitholder to recognize a capital gain from the sale of our Units even if the unitholder sells its units for less than the original purchase price.

We have not established any limit on the amount of funds we may use from available sources, such as borrowings, if any, or proceeds from any offering of securities, to fund distributions (which may reduce the amount of capital we ultimately invest in assets).

Unitholders should understand that any distributions made from sources other than cash flow from operations or relying on fee or expense reimbursement waivers, if any, from the Adviser or the Administrator are not based on our investment performance and can only be sustained if we achieve positive investment performance in future periods and/or the Adviser or the Administrator continues to make such expense reimbursements, if any. The extent to which we pay distributions from sources other than cash flow from operations will depend on various factors, including the level of participation in our distribution reinvestment plan, how quickly we invest the proceeds from any securities offerings and the performance of our investments. Unitholders should also understand that any future repayments to the Adviser will reduce the distributions they would otherwise receive. There can be no assurance that we will achieve such performance in order to sustain these distributions or be able to pay distributions at all. The Adviser and the Administrator have no obligation to waive fees or receipt of expense reimbursements, if any.

We may in the future determine to issue preferred units, which could adversely affect the value of our Units.

The issuance of preferred units with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of such series of preferred units could make an investment in Units less attractive. In addition, the distributions on any preferred units we issue must be cumulative. Payment of distributions and repayment of the liquidation preference of preferred units must take preference over any distributions or other payments to holders of Units, and holders of preferred units are not subject to any of our expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated preference (other than convertible preferred units that converts into Units). In addition, under the 1940 Act, preferred units would constitute a “senior security” for purposes of the 150% asset coverage test.

Investors will not know the purchase price per unit at the time they submit their subscription agreements and could receive fewer units than anticipated if our Board of Directors determines to increase the offering price to comply with the requirement that we avoid selling units at a net offering price below the net asset value per unit of such class of units.

We sell our Units in the private offering at a net offering price that we believe reflects the net asset value per unit as determined in accordance with the Company’s unit pricing policy, but there is no guarantee that this net asset value will be equal to the net offering price of our Units at any closing. We will modify the offering price of such units to the extent necessary to comply with the requirements of the 1940 Act, including the requirement that we not sell our Units at a net offering price below our net asset value per unit unless we obtain the requisite approval from our unitholders.

As a result, the unitholders’ purchase price may be higher than the prior subscription closing price per unit, and therefore unitholders may receive a smaller number of units than if the unitholder had subscribed at the prior subscription closing price.

If we are unable to raise substantial funds in our ongoing, continuous “best efforts” offering, we may be limited in the number and type of investments we may make, and the value of your investment in us may be reduced in the event our assets under-perform.

Our continuous offering is being made on a best-efforts basis, whereby broker-dealers participating in the offering are only required to use their best efforts to sell our Units and have no firm commitment or obligation to purchase any of our Units. To the extent that less than the maximum number of units is subscribed for, we may not be able to purchase a portfolio of investments that meets our investment objectives and criteria, the opportunity for diversification of our investments may be decreased and the returns achieved on our investments may be reduced as a result of allocating all of our expenses among a smaller capital base.

We intend, but are not required, to offer to repurchase units on a quarterly basis. As a result, unitholders will have limited opportunities to sell their units.

We commenced a unit repurchase program pursuant to which we intend to conduct quarterly repurchase offers. In any such repurchase program, only a limited number of Units will be eligible for repurchase. As a result, the price at which we repurchase Units may be at a discount to the price at which you purchased Units in the private offering. The unit repurchase program will include numerous restrictions that limit your ability to sell your Units, and unit repurchases may not be available each month. For example, to the extent we choose to repurchase Units in any particular quarter, we intend to limit the number of Units to be repurchased in each quarter to no more than 5% of our outstanding Units (either by number of units or aggregate net asset value) as of such quarter end. To the extent that the number of Units put to us for repurchase exceeds the number of Units that we are able to purchase, we will repurchase Units on a pro rata basis, not on a first-come, first-serve basis. Further, we will have no obligation to repurchase Units if

the repurchase would violate the restrictions on distributions under federal law or Delaware law. These limits may prevent us from accommodating all repurchase requests made in any month.

We will notify our unitholders of such developments: (i) in our quarterly reports or (ii) by means of a separate mailing to you, accompanied by disclosure in a current or periodic report under the Exchange Act. In addition, under the quarterly unit repurchase program, we will have discretion to not repurchase Units, to suspend the program, and to cease repurchases. Further, the program may have many limitations and should not be relied upon as a method to sell units promptly and at a desired price.

The timing of our repurchase offers pursuant to our unit repurchase program may be at a time that is disadvantageous to our unitholders, and, to the extent you are able to sell your Units under the program, you may not be able to recover the amount of your investment in our Units.

When we make repurchase offers pursuant to the unit repurchase program, we may offer to repurchase Units at a price that is lower than the price an investor paid for our Units. As a result, to the extent an investor has the ability to sell their Units pursuant to our unit repurchase program, the price at which they may sell Units, to any person controlling or controlled by the Adviser, any other person affiliated with the Adviser and any other person or entity, may be lower than the amount an investor paid in connection with the purchase of Units in this offering.

Since our Units are not publicly traded, and we do not intend to list our Units on a national securities exchange, the fair value of our Units may not be readily determinable. Inputs into the determination of fair value of our Units require significant management judgment or estimation.

The Board of Directors has delegated to the Valuation Designee the responsibility of determining the fair value of our Units, pursuant to Rule 2a-5 under the 1940 Act. As such, the Valuation Designee is in charge with determining the fair value of our Units, subject to oversight of the Board of Directors. The participation of the Adviser’s investment professionals in our valuation process could result in a conflict of interest as the Adviser’s base management fee is based, in part, on our average net assets and our incentive fees will be based, in part, on unrealized losses.

We may be unable to invest a significant portion of the net proceeds of our offering of Units on acceptable terms in an acceptable timeframe.

Delays in investing the net proceeds of our offering of Units may impair our performance. We cannot assure you that we will be able to continue to identify investments that meet our investment objective or that any investment that we make will produce a positive return. We may be unable to invest the net proceeds of our offering of Units on acceptable terms within the time period that we anticipate or at all, which could harm our financial condition and operating results.

Before making investments, we may invest the net proceeds of the Private Offering primarily in cash, cash-equivalents, U.S. government securities, repurchase agreements, and/or other high-quality debt instruments maturing in one year or less from the time of investment. This will produce returns that are significantly lower than the returns which we expect to achieve when our portfolio is fully invested in securities and loans meeting our investment objective. As a result, any distributions that we pay while our portfolio is not fully invested may be lower than the distributions that we may be able to pay when our portfolio is fully invested in securities meeting our investment objective.

The net asset value of our Units may fluctuate significantly.

The net asset value and liquidity, if any, of the market for our Units may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:

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Changes in the value of our portfolio of investments and derivative instruments as a result of changes in market factors, such as interest rate shifts, and also portfolio specific performance, such as portfolio company defaults, among other reasons;

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Changes in regulatory policies or tax guidelines, particularly with respect to RICs or BDCs;

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Loss of RIC tax treatment or BDC status;

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Distributions that exceed our net investment income and net income as reported according to U.S. GAAP;

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Changes in earnings or variations in operating results;

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Changes in accounting guidelines governing valuation of our investments;

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Any shortfall in revenue or net income or any increase in losses from levels expected by investors;

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Departure of our Adviser or certain of its key personnel;

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Inability of the Adviser to employ additional experienced investment professionals;

•

General economic trends and other external factors;

•

Escalation of geopolitical tensions and disruptions in local, regional, national and global markets and economies affected thereby, including the potential for volatility in energy prices and other supply chain issues and disruptions related to tariffs and other trade or sanctions issues and the impact of such events on the industries in which we invest;

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Inflation, and its impact on our portfolio companies and on the industries in which we invest;

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Loss of a major funding source;

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The impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; and

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The economic and other impacts of disease outbreaks, pandemics, or any other serious public health concern in the United States as well as worldwide.

Our unitholders may experience dilution in their ownership percentage.

Our unitholders do not have preemptive rights to purchase any Units we issue in the future. To the extent that we issue additional equity interests at or below net asset value, your percentage ownership interest in us may be diluted. In addition, depending upon the terms and pricing of any future sales of Units and the value of our investments, you may also experience dilution in the book value and fair value of your Units.

Under the 1940 Act, we generally are prohibited from issuing or selling Units at a price below net asset value per unit, which may be a disadvantage as compared with certain public companies. We may, however, sell Units, or warrants, options, or rights to acquire Units, at a price below the current net asset value of Units if our Board of Directors determines that such sale is in our best interests and the best interests of our unitholders, and our unitholders, including a majority of those unitholders that are not affiliated with us, approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board of Directors, closely approximates the fair value of such securities (less any distributing commission or discount). If we raise additional funds by issuing Units or senior securities convertible into, or exchangeable for, Units, then the percentage ownership of our unitholders at that time will decrease and you will experience dilution.

Our unitholders will experience dilution in their ownership percentage if they opt out of our DRIP.

We have an “opt out” DRIP pursuant to which unitholders will have their cash distributions (net of applicable withholding tax) automatically reinvested in additional Units unless they elect to receive their distributions in cash. As a result, our unitholders that “opt out” of our DRIP will experience dilution in their ownership percentage of our Units over time. See “Item 1. Business—Distribution Reinvestment Plan.”

Our unitholders may receive our Units as distributions, which could result in adverse tax consequences to them.

In order to satisfy the Annual Distribution Requirement applicable to RICs, we will have the ability to declare a large portion of a distribution in our Units instead of in cash. Revenue procedures issued by the IRS, allow a publicly offered regulated investment company (as defined in the Code) to distribute its own stock as a distribution for the purpose of fulfilling its distribution requirements, if certain conditions are satisfied. As long as a portion of such distribution is paid in cash (which portion may be as low as 20% of such distribution) and certain requirements are met, the entire distribution will be treated as a distribution for U.S. federal income tax purposes. As a result, a unitholder generally would be subject to tax on 100% of the fair market value of the distribution on the date the distribution is received by the unitholder in the same manner as a cash distribution, even though most of the distribution was paid in our Units. We do not currently intend to pay dividends in Units.

Our unitholders may be subject to filing requirements under the Exchange Act as a result of an investment in us.

Because our Units are registered under the Exchange Act, ownership information for any person who beneficially owns 5% or more of our Units must be disclosed in a Schedule 13G or other filings with the SEC. Beneficial ownership for these purposes is determined in accordance with the rules of the SEC, and includes having voting or investment power over the securities. Although we will provide in our quarterly financial statements the amount of outstanding securities and the amount of our investors’ units, the responsibility for determining the filing obligation and preparing the filing remains with our investors. In addition, owners of 10% or more of our Units are subject to reporting obligations under Section 16(a) of the Exchange Act.

Holders of any preferred units that we may issue will have the right to elect certain members of our Board of Directors and have class voting rights on certain matters.

The 1940 Act requires that holders of any preferred units that we may issue must be entitled as a class to elect two directors at all times. In addition, in accordance with the 1940 Act and the terms of any preferred units we may issue in the future, if distributions paid upon our preferred units are unpaid in an amount equal to at least two years of distributions, the holders of our preferred units will be entitled to elect a majority of our Board of Directors. Holders of our preferred units may have the right to vote, including in the election of directors, in ways that may benefit their interests but not the interests of holders of our Units.

Our unitholders may be subject to the short-swing profits rules under the Exchange Act as a result of an investment in us.

Persons with the right to appoint a director or who hold 10% or more of our Units may be subject to Section 16(b) of the Exchange Act, which recaptures for the benefit of the issuer profits from the purchase and sale of securities (except exempted securities) within a six-month period.

Risks Relating to the Notes

The Notes are unsecured and therefore are effectively subordinated to any secured indebtedness we may incur. Additionally, the Notes are not guaranteed by Morgan Stanley.

On March 16, 2023, the Company entered into a Master Note Purchase Agreement (the “March 2023 NPA”) governing the issuance of (i) $204.0 million in aggregate principal amount of Series A Senior Notes, Tranche A, due March 16, 2026 (the “Series A 2026 Notes”), which Series A 2026 Notes were redeemed in full by the Company pursuant to the March 2023 NPA on December 17, 2025 and (ii) $146.0 million in aggregate principal amount of Series A Senior Notes, Tranche B, due March 16, 2028 (the “Series A 2028 Notes” and together with the Series A 2026 Notes, the “Series A Notes”) to certain qualified institutional investors in a private placement. On August 10, 2023, the Company entered into a Master Note Purchase Agreement (the “August 2023 NPA”) governing the issuance of $107.0 million in aggregate principal amount of Series B Senior Notes, Tranche A, due August 10, 2026 (the “Series B 2026 Notes”) and the issuance of $128.0 million in aggregate principal amount of Series B Senior Notes, Tranche B, due August 10, 2028 (the “Series B 2028 Notes” and, together with the Series B 2026 Notes, the “Series B Notes”). On December 1, 2023, the Company entered into the First Supplement, dated as of December 1, 2023 of the August 2023 NPA (the “First Supplement”) governing the issuance of $136.5 million in aggregate principal amount of Series C Senior Notes, Tranche A, due March 1, 2027 (the “Series C 2027 Notes”) and the issuance of $163.5 million in aggregate principal amount of Series C Senior Notes, Tranche B, due March 1, 2029 (the “Series C 2029 Notes” and together with the Series C 2027 Notes, the “Series C Notes”) to certain qualified institutional investors in a private placement. On August 5, 2024, the Company entered into the Second Supplement, dated as of August 5, 2024 of the August 2023 NPA (the “Second Supplement” and together with the March 2023 NPA, and the First Supplement, the “NPAs”) governing the issuance of $100.0 million in aggregate principal amount of Series D Senior Notes, Tranche A, due August 5, 2027 (the “Series D 2027 Notes”) and the issuance of $200.0 million in aggregate principal amount of Series D Senior Notes, Tranche B, due August 5, 2029 (the “Series D 2029 Notes” and together with the Series D 2027 Notes, the “Series D Notes”) to certain qualified institutional investors in a private placement. On October 1, 2024, the Company issued $300.0 million in aggregate principal amount of 5.750% notes due 2030 (the “2030 Notes”), pursuant to a Base Indenture dated October 1, 2024 (the “Base Indenture”) between the Company and U.S. Bank Trust Company, National Association (the “Trustee”), as supplemented by the First Supplemental Indenture dated October 1, 2024 (the “First Supplemental Indenture” and together with the Base Indenture, the “February 2030 Notes Indenture”). On September 25, 2025, the Company issued $300.0 million in aggregate principal amount of 5.125% notes due 2028 (the “2028 Notes” and together with the Series A 2028 Notes, Series B Notes, Series C Notes, Series D Notes and 2030 Notes, the “Notes”), pursuant to the Base Indenture, as supplemented by the Second Supplement Indenture dated September 25, 2025 between the Company and the Trustee (the “Second Supplemental Indenture” and together with the Base Indenture, the “2028 Notes Indenture” and together with the 2030 Notes Indenture, the “Indentures”).

The Notes are not secured by any of our assets or any of the assets of our subsidiaries. As a result, the Notes are effectively subordinated to any secured indebtedness we or our subsidiaries have outstanding or that we or our subsidiaries may incur in the future (or any indebtedness that is initially unsecured in respect of which we subsequently grant security) to the extent of the value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders of the Notes.

The Notes are not obligations of Morgan Stanley nor are they guaranteed by Morgan Stanley and Morgan Stanley has no obligation to pay any amounts due on the Notes. The Company is not a subsidiary of or consolidated with Morgan Stanley. Furthermore, Morgan Stanley has no obligation, contractual or otherwise, to financially support us. Morgan Stanley has no history of financially supporting any of the MS BDCs on the MS Private Credit platform, even during periods of financial distress.

The Notes are subordinated structurally to the indebtedness and other liabilities of our subsidiaries.

The 2030 Notes and 2028 Notes are obligations exclusively of the Company and not of any of our subsidiaries. None of our subsidiaries is a guarantor of the 2030 Notes or the 2028 Notes and the 2030 Notes and the 2028 Notes are not required to be guaranteed by any subsidiaries we may acquire or create in the future. Although the Series A Notes, Series B Notes, Series C Notes and Series D Notes are guaranteed by certain of our subsidiaries, such notes are not secured by any of the assets of our subsidiaries and are effectively subordinated to any secured indebtedness our subsidiaries have outstanding or that our subsidiaries may incur in the future.

As of December 31, 2025, approximately $1,720.9 million of the indebtedness required to be consolidated on our balance sheet was held through subsidiary financing vehicles and/or secured by assets of the Company and its subsidiaries. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors, including trade creditors, and holders of preferred stock, if any, of our subsidiaries will have priority over our claims (and therefore the claims of our creditors, including the holders of the Notes) with respect to the assets of such subsidiaries. Even if we were recognized as a creditor of one or more of our subsidiaries, our claims (and therefore the claims of our creditors, including the holders of the Notes) would still be effectively subordinated to any security interests in the assets of any such subsidiary and to any indebtedness or other liabilities of any such subsidiary senior to our claims. Consequently, the Notes are subordinated structurally to all existing indebtedness and other liabilities of any of our subsidiaries and the 2030 Notes and 2028 Notes are subordinated structurally to all indebtedness of any subsidiaries that we may in the future acquire or establish as financing vehicles or otherwise. All of the existing indebtedness of our subsidiaries is structurally senior to the Notes. In addition, our subsidiaries may incur substantial additional indebtedness in the future, all of which would be structurally senior to the 2030 Notes and 2028 Notes.

A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or the Notes, if any, could cause the liquidity or market value of the Notes to decline significantly.

Our credit ratings are an internal assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the Notes or other debt securities we may issue. Our credit ratings, however, may not reflect the potential impact of risks related to market conditions generally or other factors discussed above on the market value of or trading market of our

debt securities, if any. These credit ratings may not reflect the potential impact of risks relating to the structure or marketing of the Notes or an investment in other debt securities we may issue. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. We undertake no obligation to maintain our credit ratings or to advise any holders of the Notes of any changes in our credit ratings, except as may be required under the terms of any applicable indenture or other governing document, including the NPAs.

The Notes are rated by certain credit rating agencies. There can be no assurance that the respective credit ratings will remain for any given period of time or that such credit ratings will not be lowered or withdrawn entirely by the applicable ratings agency if in its judgment future circumstances relating to the basis of the credit rating, such as adverse changes in our business, financial condition and results of operations, so warrant.

An increase in market interest rates could result in a decrease in the value of the Notes.

The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could have an adverse effect on the market prices, if any, or values of the Notes. In general, as market interest rates rise, debt securities bearing interest at fixed rates of interest decline in value. Consequently, if an investor purchases notes bearing interest at fixed rates and market interest rates increase, the market prices, if any, or values of those notes may decline. We cannot predict the future level of market interest rates.

The Indentures governing the 2030 Notes and 2028 Notes contain limited protection for holders of such notes.

The Indentures governing the 2030 Notes and 2028 Notes offer limited protection to holders of such notes. The terms of the Indentures do not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have an adverse impact on a holder’s investment in the 2030 Notes and 2028 Notes. In particular, the terms of the Indentures do not place any restrictions on our or our subsidiaries’ ability to:

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issue securities or otherwise incur additional indebtedness or other obligations, including

(1)

any indebtedness or other obligations that would be equal in right of payment to the 2030 Notes or 2028 Notes,

(2)

any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the 2030 Notes and 2028 Notes to the extent of the values of the assets securing such debt,

(3)

indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the 2030 Notes and 2028 Notes and

(4)

securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the 2030 Notes and 2028 Notes with respect to the assets of our subsidiaries, in each case other than an incurrence of indebtedness or other obligation that would cause a violation of Section 18(a)(1)(A) of the 1940 Act as modified by Section 61(a)(1) and (2) of the 1940 Act or any successor provisions, as such obligations may be amended or superseded, giving effect to any exemptive relief granted to us by the SEC;

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pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the 2030 Notes and 2028 Notes;

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sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);

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enter into transactions with affiliates;

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create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;

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make investments; or

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create restrictions on the payment of dividends or other amounts to us from our subsidiaries.

In addition, the terms of the Indentures and the 2030 Notes and 2028 Notes do not protect holders of such notes in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, as they do not require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flow or liquidity other than certain events of default under the Indentures. Our ability to recapitalize, incur additional debt and take a number of other actions are not limited by the terms of the 2030 Notes and 2028 Notes and may have important consequences for holders of such notes, including making it more difficult for us to satisfy our obligations with respect to such notes or negatively affecting the trading value of the 2030 Notes and 2028 Notes. Other debt we issue or incur in the future could contain more protections for its holders than the Indentures, including additional covenants and events of default. The issuance or incurrence of any such debt with incremental protections could affect the market for and trading levels and prices of the 2030 Notes and 2028 Notes. The Indentures do not place any restrictions on the operations of Morgan Stanley or its subsidiaries.

The optional redemption provision for the Notes may materially adversely affect the return on the Notes.

The Notes are redeemable in whole or in part upon certain conditions at any time or from time to time at our option. We may choose to redeem the Notes at times when prevailing interest rates are lower than the interest rate paid on the Notes. In this circumstance, a holder of the Notes may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the Notes being redeemed.

There are significant restrictions on the ability to transfer or resell certain Notes. If an active trading market for the Unrestricted 2030 Notes and Unrestricted 2028 Notes does not develop or is not maintained, a noteholder may not be able to sell such notes.

The unrestricted 2030 Notes have been registered for resale under the Securities Act. However, the restricted 2030 Notes, the 2028 Notes (prior to registration under the Securities Act, if applicable, the “restricted 2028 Notes”), Series A Notes, Series B Notes, Series C Notes and Series D Notes have not been registered under the Securities Act and may only be offered or sold in transactions that are not subject to, or that are otherwise exempt from, the registration requirements of the Securities Act and applicable state securities laws or pursuant to an effective registration statement. Therefore, a holder of the restricted 2030 Notes, restricted 2028 Notes, Series A Notes, Series B Notes, Series C Notes and Series D Notes may be required to bear the risk of its investment until the maturity, as applicable. We cannot provide any assurances that an active trading market for any of the Notes will exist in the future or that holders will be able to sell their Notes. We do not currently intend to apply for listing of the Notes on any securities exchange or for quotation of the Notes on any automated dealer quotation system. Even if an active trading market does exist, the unrestricted 2030 Notes and the 2028 Notes (following their registration under the Securities Act, if applicable, the “unrestricted 2028 Notes”), when registered, may trade at a discount from their initial offering price depending on prevailing interest rates, the market for similar securities, our credit ratings, if any, general economic conditions, our financial condition, performance and prospects and other factors. To the extent an active trading market does not exist, the liquidity and trading price for the unrestricted 2030 Notes and unrestricted 2028 Notes, when registered, may be harmed. Accordingly, a holder of the Notes may be required to bear the financial risk of an investment in the Notes for an indefinite period of time.

We may not be able to repurchase the Notes upon a Change of Control Repurchase Event.

We may not be able to repurchase the Notes upon a Change of Control Repurchase Event (as defined in the Indentures or the NPAs, as applicable) because we may not have sufficient funds. Upon a Change of Control Repurchase Event, holders of the Notes may require us to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the aggregate principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. Our failure to purchase such tendered Notes upon the occurrence of such Change of Control Repurchase Event would cause an event of default under the Indentures or the NPAs, as applicable and a cross-default under the agreements governing certain of our other indebtedness, which may result in the acceleration of such indebtedness requiring us to repay that indebtedness immediately. If a Change of Control Repurchase Event were to occur, we may not have sufficient funds to repay any such accelerated indebtedness and/or to make the required repurchase of the Notes. For the avoidance of doubt, Morgan Stanley does not have any obligation to provide us with funding to repurchase the Notes upon a Change of Control Repurchase Event or otherwise.

General Risk Factors

We are operating in a period of capital markets volatility and economic uncertainty. These market conditions, when they occur, have materially and adversely affected debt and equity capital markets in the United States, and any future volatility or instability in capital markets may have a negative impact on our business and operations.

Our business and operations may be adversely affected by market, economic and geopolitical conditions, including, without limitation, economic slowdown in the United States and internationally, changes in interest rates and/or a lack of availability of credit in the United States and internationally, commodity price volatility and changes in law and/or regulation, and uncertainty regarding government and regulatory policy. Any market disruptions and/or illiquidity could have an adverse effect on our business, financial condition, results of operations and cash flows, as well as the businesses of our portfolio companies, and the broader financial and credit markets. The full impact of any such risks is uncertain and difficult to predict.

Capital markets volatility and instability have also occurred in the past and may occur in the future. At various times, such disruptions in the past have resulted in, and may in the future result in, a lack of liquidity in the debt capital markets, significant write-offs in the financial services sector, the re-pricing of credit risk in the broadly syndicated credit market and the failure of major financial institutions. Despite actions of the U.S. federal government and various foreign governments, these events contributed to worsening general economic conditions that materially and adversely impacted the broader financial and credit markets and reduced the availability of debt and equity capital for the market as a whole and financial services firms in particular. Furthermore, uncertainty between the United States and other countries with respect to trade policies, treaties and tariffs, among other factors, have caused volatility in the global markets, and we cannot assure you that these market conditions will not continue or worsen in the future. Terrorist acts, acts of war, geopolitical tensions, natural disasters, or disease outbreaks, pandemics or other public health crises may cause periods of market instability and volatility and may disrupt the operations of us and our portfolio companies for extended periods of time.

Such conditions may occur for a prolonged period of time, and may materially worsen in the future, including as a result of U.S. government shutdowns or the perceived creditworthiness of the United States, could make it difficult for us to borrow money or to extend the maturity of or refinance any indebtedness we may have under similar terms and any failure to do so could have a material adverse effect on our business. The debt capital that will be available to us in the future, if any, may be at a higher cost and on less favorable terms and conditions than would currently be available. If we are unable to raise or refinance debt, unitholders may not benefit from the potential for increased returns on equity resulting from leverage, and we may be limited in our ability to make new commitments or to fund existing commitments to our portfolio companies.

Given the periods of extreme volatility and dislocation in the capital markets from time to time, many BDCs have faced, and may in the future face, a challenging environment in which to raise or access capital. In addition, significant changes in the capital markets, including the extreme volatility and disruption over the past several years, has had, and may in the future have, a negative effect on asset valuations and on the potential for liquidity events. While most of our investments will not be publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through to maturity). As a result, volatility in the capital markets can adversely affect the valuations of our investments. Further, the illiquidity of our investments may make it difficult for us to sell such investments to access capital if required. As a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them for liquidity purposes. In addition, a prolonged period of market illiquidity may cause us to reduce the volume of loans and debt securities we originate and/or fund and adversely affect the value of our portfolio investments, which could have a material

and adverse effect on our business, financial condition, results of operations and cash flows. An inability to raise or access capital could have a material adverse impact on our business, financial condition or results of operations.

New or modified laws or regulations governing our or Morgan Stanley’s operations may adversely affect our business.

We and certain of our portfolio companies are subject to regulation by laws at the U.S. federal, state and local levels. These laws and regulations, as well as their interpretation, may change from time to time, including as the result of interpretive guidance or other directives from the relevant government agencies charged with implementing those laws and regulations, and new laws, regulations and interpretations may also come into effect. For example, because a Morgan Stanley affiliate is acting as the Adviser, we are subject to certain federal banking and financial requirements, including the BHCA, regulations of the Federal Reserve, and certain provisions of the Dodd-Frank Act. Although not currently contemplated, to the extent we are deemed to be controlled by Morgan Stanley for purposes of the BHCA, we must generally comply with the investment and activity restrictions applicable to Morgan Stanley under the BHCA. Such restrictions may place certain limitations on our ability to engage in activities or make investments in companies. For instance, the BHCA permits a BHC, as well as any non-bank affiliate of such BHC, to make investment representing less than 5% of any class of voting shares of another company so long as that investment is otherwise non-controlling under the BHCA. The BHCA also permits well-capitalized, well-managed BHCs that have elected to be treated as a FHC to engage in expanded “financial in nature” activities without prior approval of the Federal Reserve. Such financial in nature activities include bona fide merchant banking activities, so long as (i) the FHC holds its merchant banking investments only for a period of time sufficient to enable the sale or disposition thereof on a reasonable basis (generally no more than 10 years) and (ii) the FHC does not routinely manage or operate the companies in which it invests except as necessary or required to obtain a reasonable return on its investment. The BHCA does not, however, require Morgan Stanley to financially support us.

Similarly, the Volcker Rule generally restricts any banking entity (which includes Morgan Stanley and most affiliates of Morgan Stanley) from engaging in “proprietary trading” as well as from acquiring or retaining any “ownership interest” in a “covered fund,” in each case unless the investment or activity is conducted in accordance with an exclusion or exemption. The Volcker Rule also generally prohibits certain transactions between a banking entity and any of its affiliates, on the one hand, and a covered fund for which the banking entity or any of its affiliates serves, directly or indirectly, as the investment manager, investment adviser, or that the banking entity or any of its affiliates sponsors in connection with organizing and offering that fund (or with any other covered fund that is controlled by such fund, on the other hand). As a BDC, we are not considered to be a covered fund. As a result, Morgan Stanley and its subsidiaries’ investments in us would not be subject to the Volcker Rule restrictions on investments in covered funds, but we would be considered a banking entity subject to restrictions on proprietary trading to the extent we are “controlled” by Morgan Stanley or its affiliates. Although not currently contemplated, generally, we will be deemed to be controlled for these purposes in the event that entities affiliated with Morgan Stanley own 5% or more of our outstanding voting securities. It is not certain how all aspects of the Volcker Rule will be interpreted and applied, or what the impact of the Volcker Rule will have on us. In addition, the restrictions and limitations on Morgan Stanley and us may change in the future as the Federal Reserve and other agencies consider whether and how to revise and apply the Volcker Rule. We believe that we may perform our activities and services without violation of applicable U.S. banking laws and regulations. However, it is possible that future changes or clarifications in the BHCA and Volcker Rule, as well as judicial or administrative decisions or interpretations of present of future laws or regulations, could restrict (or possibly prevent) our ability to continue to conduct our operations as currently contemplated. In such event, we, the Adviser and/or Morgan Stanley may agree to make certain amendments or changes to the extent necessary to permit the Adviser to continue to provide services to us, while enabling us to continue to achieve our purposes and objectives.

These regulations and any future legislative and regulatory proposals, as well as future interpretations of existing rules, that are directed at the financial services industry, including those that may be proposed or pending in the U.S. Congress, may negatively impact the operations, cash flows or financial condition of us or our portfolio companies, impose additional costs on us or our portfolio companies, intensify the regulatory supervision of us or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies. Laws that apply to us, either now or in the future, are often highly complex and may include licensing requirements. The licensing process can be lengthy and can be expected to subject us to increased regulatory oversight. Failure, even if unintentional, to comply fully with applicable laws may result in sanctions, fines or limitations on the ability of the Company or the Adviser to do business in the relevant jurisdiction or to procure required licenses in other jurisdictions, all of which could have a material adverse effect on us. In addition, if we do not comply with applicable laws and regulations, we could lose any licenses that we then hold for the conduct of our business and may be subject to civil fines and criminal penalties.

Additionally, changes to the laws and regulations governing our operations, including those associated with RICs and BDCs, may cause us to alter our investment strategy in order to avail ourselves of new or different opportunities, or to comply with additional restrictions on our investments or capital structure, or result in the imposition of corporate-level taxes on us. Such changes could result in material differences to our strategies and plans and may shift our investment focus from the areas of expertise of the Adviser to other types of investments in which the Adviser may have little or no expertise or experience. Any such changes, if they occur, could have a material adverse effect on our results of operations and the value of your investment. The Adviser currently acts pursuant to an exemption from registration as a commodity trading advisor with the CFTC. These requirements restrict the types of commodity investment strategies that the Adviser can pursue while remaining exempt, and if the Adviser were to seek other investment strategies that required it to register with the CFTC, that registration would increase their, and therefore our, costs. In addition, new legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could significantly and negatively affect our ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to us and our unitholders, or could have other adverse consequences. Unitholders are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our securities.

In addition, certain regulations applicable to debt securitizations implementing credit risk retention requirements in effect in both the United States and in Europe may adversely affect or prevent us from entering into any future securitization transaction. These risk retention rules may cause an increase in our cost of funds under or may prevent us from completing any future securitization transactions. The U.S. risk retention rules require the sponsor (directly or through a majority-owned affiliate) of a debt securitization subject to such rules, such as CLOs, in the absence of an exemption, to retain an economic interest in the credit risk of the assets being securitized. If, and to the extent that, we engage in securitization transactions that require the retention of an economic interest, these rules would increase our financing costs in comparison to other types of financings and this increase in financing costs would ultimately be borne by our unitholders.

Over the last several years, there also has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulation of non-bank credit extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business, financial condition and results of operations.

The outcome of the U.S. presidential, congressional and other elections creates significant uncertainty with respect to the legal, tax and regulatory regime in which we and our portfolio companies will operate.

Changes in the composition of the U.S. government following an election could result in changes to U.S. and non-U.S. fiscal, tax and other policies, as well as the global financial markets generally. Any significant changes in economic policy, the regulation of the asset management industry, international trade policy and/or tax law, among other things, could have a material adverse impact on us and our investments. General fluctuations in the market prices of securities and interest rates could affect our investment opportunities and the value of our investments. We could also be affected by difficult conditions in the capital markets and any overall weakening of the financial services industry. Ongoing disruptions in the global credit markets could affect issuers’ ability to pay debts and obligations on a timely basis. If defaults occur, we could lose both invested capital in, and anticipated profits from, any affected investments.

While the current U.S. administration has signaled a reduced emphasis on regulation, past U.S. administrations supported an enhanced regulatory agenda. Changes in regulation can impose greater costs on certain sectors, including financial services, or otherwise impact the competitive environment for obligors, which could adversely impact us and our clients.

We are highly dependent on information systems, and systems failures could significantly disrupt our business, which may, in turn, negatively affect the value of our Units and our ability to pay distributions.

The operations of the Company, the Adviser, the Administrator and any third-party service provider to any of the foregoing are susceptible to risks from cybersecurity attacks and incidents due to reliance on the secure processing, storage and transmission of confidential and other information in the relevant computer systems and networks. In particular, cybersecurity incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. These attacks could involve gaining unauthorized access to information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption and result in disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships, any of which could have a material adverse effect on our business, financial condition and results of operations. We, the Adviser and the Administrator must each continuously monitor and innovate our cybersecurity to protect our technology and data from corruption or unauthorized access. In addition, due to the use of third-party vendors, agents, exchanges, clearing houses and other financial institutions and service providers, we, the Adviser and the Administrator could be adversely impacted if any of us are subject to a successful cyber-attack or other breach of our information.

Furthermore, in recent years cybersecurity risks for financial institutions have significantly increased in part because of the proliferation of new technologies, the use of the internet, mobile telecommunications and cloud technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists and other external extremist parties, including foreign state actors in some circumstances as a means to promote political ends. Global events and geopolitical instability may lead to increased nation state targeting of financial institutions in the U.S. and abroad. Any of these parties may also attempt to fraudulently induce employees, customers, clients, vendors, or other third parties or users of the Company, the Adviser, the Administrator and their affiliates’ systems to disclose sensitive information in order to gain access to such parties’ data or that of their employees or clients. Cybersecurity risks may also derive from human error, fraud or malice on the part of the Adviser or the Administrator and their affiliates’ employees or third parties, or may result from software bugs, server malfunctions, software or hardware failure or other accidental technological failure. For example, human error has led to the loss of Morgan Stanley’s physical data-bearing devices in the past. These risks may be heightened by several factors, including remote work, reliance on new technologies (such as generative artificial intelligence) or as a result of the integration of acquisitions and other strategic initiatives that may subject us to new technology, customers or third-party providers. In addition, third parties with whom we do business or share information, and each of their service providers, our regulators and the third parties with whom our customers and clients share information used for authentication, may also be sources of cybersecurity and information security risks, particularly where activities of customers are beyond our security and control systems. There is no guarantee that the measures we take will provide absolute security or recoverability given that the techniques used in cyberattacks are complex, frequently change and are difficult to anticipate.

Like other financial services firms, Morgan Stanley, its third party-providers and its clients continue to be the subject of unauthorized access attacks, mishandling or misuse of information, computer viruses or malware, cyber attacks designed to obtain confidential information, destroy data, disrupt or degrade service, sabotage systems or networks or cause other damage, denial of service attacks, data breaches, social engineering attacks, phishing attacks and other events, and there can be no assurance that such unauthorized access, mishandling or misuse of information, or cyber incidents will not occur in the future, and they could occur more frequently and on a more significant scale. Given Morgan Stanley’s global footprint and the high volume of transactions it processes, the large number of clients, partners, vendors and counterparties with which it does business, and the increasing sophistication of cyber attacks, a cyber attack, information or security breaches could occur and persist for an extended period of time without detection.

Although we, the Adviser, the Administrator and Morgan Stanley have developed protocols, processes, internal controls and other protective measures to help mitigate cybersecurity risks and cyber intrusions, these measures, as well as our increased awareness of the nature and extent of the risk of a cyber incident, may be ineffective and do not guarantee that a cyber incident will not occur or that our financial results, operations or confidential information will not be negatively impacted by such an incident. If any of the foregoing events occur, the confidential and other information of the Company, the Adviser, and the Administrator could be compromised. Such events could also cause interruptions or malfunctions in the operations of the Company, the Adviser or the Administrator, and in particular the Adviser’s investment activities on our behalf and the provision of administrative services to us by the Administrator. In addition, the Company, the Adviser, the Administrator or our portfolio companies could be required to make a

significant investment to remedy the effects of any cybersecurity incident, harm to their reputations, legal claims that they and their respective affiliates may be subjected to, regulatory action or enforcement arising out of applicable privacy and other laws, adverse publicity, and other events that may affect their business and financial performance. The increased use of mobile and cloud technologies can heighten these and other operational risks.

We, the Adviser and the Administrator currently or in the future are expected to routinely transmit and receive personal, confidential and proprietary information by email and other electronic means.

We, the Adviser and the Administrator have discussed and worked with clients, vendors, service providers, counterparties and other third parties to develop secure transmission capabilities and protect against cyber-attacks. However, we, the Adviser and the Administrator may not be able to ensure secure capabilities with all of our clients, vendors, service providers, counterparties and other third parties to protect the confidentiality of the information.

The systems and technology resources used by us, our Adviser, our Administrator and our and their respective affiliates could be strained by extended periods of remote working by our Adviser, our Administrator and their affiliate’s employees and such extended remote working could introduce operational risks, including heightened cybersecurity risk. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts.

In addition, cybersecurity continues to be a key priority for regulators around the world, and some jurisdictions have enacted laws requiring companies to notify individuals or the general investing public of data security breaches involving certain types of personal data, including the SEC. If we fail to comply with the relevant laws and regulations, we could suffer financial losses, a disruption of our business, liability to investors, regulatory intervention or reputational damage.

We are subject to risks associated with artificial intelligence and machine learning technology.

The Company and the Adviser may use or rely on proprietary and/or third-party technology, including artificial intelligence solutions. Artificial intelligence (“AI”) refers to computer systems capable of performing tasks that typically require human intelligence, including but not limited to machine learning, natural language processing, and generative and agentic AI technologies. These systems are designed to analyze data, learn from patterns, make decisions and solve problems. Actual usage of AI will vary and is likely to change over time. Investors should be aware that the use of AI tools, while potentially beneficial, presents a range of risks and may result in material adverse consequences (including the risks discussed in further detail below) for the Company or its third-party service providers or counterparties, and no assurance can be given that any controls adopted to govern the use of AI will fully mitigate the risks associated with AI technologies.

AI tools may produce inaccurate, biased, insufficient, discriminatory, misleading, incomplete, undetectable manipulative or otherwise flawed responses due to (among other things) limitations in training data, algorithmic design or operational oversight. Such deficiencies may result in operational errors, investment losses, reputational, financial, or social harm, legal liability, regulatory scrutiny or other adverse effects. The deployment and supervision of AI tools may increase operational and compliance risks. Inappropriate use of AI tools or overreliance on AI outputs without adequate human oversight may further exacerbate these risks.

The legal and regulatory environment relating to AI is uncertain and evolving and future changes, such as those related to privacy, data protection and intellectual property, could have an impact on the use of AI and existing or emerging technologies that could impact the Company. It is possible that future changes in applicable legal and regulatory requirements could increase compliance costs. Any of these risks could adversely affect the Company. Additionally, regulatory actions or legal challenges may impose restrictions or obligations that affect operational efficiency or compliance posture.

The misuse of AI tools, whether intentional or inadvertent, may expose the Company to additional risks. In addition, AI tools and technology are evolving rapidly and the integration of AI in systems and operations create new risks that can be difficult to assess and anticipate.

The Company and our portfolio investments could also be exposed to the risks of AI if third-party service providers or any counterparties, whether or not known to the Company, also use AI in their business activities. We and our portfolio companies may not be in a position to control the use of AI technology in third-party products or services.

The use of third-party and open-source AI tools (if any) can pose additional risks relating to data protection and information security, including the potential exposure of confidential information to unauthorized recipients and the misuse of intellectual property, which could adversely affect the Company.

The use of AI could also exacerbate or create new and unpredictable risks to our business, the Adviser’s business, and the business of our portfolio companies, including by potentially significantly disrupting the markets in which we and our portfolio companies operate or subjecting us, our portfolio companies and the Adviser to increased competition and regulation, which could materially and adversely affect business, financial condition or results of operations of us, our portfolio companies and the Adviser. The use of AI by bad actors could heighten the security vulnerabilities and sophistication and effectiveness of cyber and security attacks experienced by our portfolio companies and the Adviser.

AI technology and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments.

Terrorist attacks, acts of war, natural disasters, outbreaks or pandemics, may impact our portfolio companies and our Adviser and harm our business, operating results and financial condition.

Terrorist acts, acts of war, natural disasters, disease outbreaks, pandemics or other similar events may disrupt our operations, as well as the operations of our portfolio companies and our Adviser. Such acts have created, and continue to create, economic and political uncertainties and have contributed to recent global economic instability. For example, many countries have experienced outbreaks of infectious illnesses in recent decades, including polio, swine flu, avian influenza, SARS, coronaviruses and the monkeypox virus.

Geopolitical conflicts and resulting market volatility, could also adversely affect the Company’s business, operating results, and financial condition. The extent and duration or escalation of such conflicts, resulting sanctions and resulting future market disruptions are impossible to predict, but could be significant. Any disruptions resulting from such conflicts and any future conflict (including cyberattacks, espionage or the use or threatened use of nuclear weapons) or resulting from actual or threatened responses to such actions could cause disruptions to any of our portfolio companies located in affected regions or that have substantial business relationships with companies in affected regions. It is not possible to predict the duration or extent of longer-term consequences of these conflicts, which could include further sanctions, retaliatory and escalating measures, embargoes, regional instability, geopolitical shifts and adverse effects on or involving macroeconomic conditions, the energy sector, supply chains, inflation, security conditions, currency exchange rates and financial markets around the globe. Any such market disruptions could affect our portfolio companies’ operations and, as a result, could have a material adverse effect on our business, financial condition and results of operations.

Market volatility has had a material adverse impact on local economies in the affected jurisdictions and also on the global economy, as cross border commercial activity and market sentiment continue to be impacted by such events. In addition to these and any future developments potentially having adverse consequences for certain portfolio companies and other issuers in or through which we may invest and the value of our investments therein, the operations of the Adviser (including those relating to us) have been, and could continue to be, adversely impacted. Any of the foregoing events could materially and adversely affect our ability to source, manage and divest our investments and our ability to fulfill our investment objectives. Similar consequences could arise with respect to other comparable infectious diseases.

The extent to which any disease outbreaks or health pandemics may negatively affect our and our portfolio companies’ operating results, or the duration of any potential business or supply-chain disruption, is uncertain. These potential impacts, while uncertain, could adversely affect our operating results and the operating results of the portfolio companies in which we invest. There is a risk that any future disease outbreaks or health pandemics (including a recurrence of the Coronavirus) would impact our ability to achieve our investment objectives. Further, if a future pandemic occurs during a period when our investments are maturing, we may not be able to realize our investments within the Company’s term, or at all. In addition, future terrorist activities, military or security operations, natural disasters, disease outbreaks, pandemics or other similar events could weaken the domestic/global economies and create additional uncertainties, which may negatively impact our portfolio companies and, in turn, could have a material adverse impact on our business, operating results and financial condition.

We may be the target of litigation.

We may be the target of securities litigation in the future, particularly if the value of our Units fluctuates significantly. We could also generally be subject to litigation, including derivative actions by our unitholders. Any litigation could result in substantial costs and divert management’s attention and resources from our business and cause a material adverse effect on our business, financial condition and results of operations.

Efforts to comply with the Sarbanes-Oxley Act will involve significant expenditures, and non-compliance with the Sarbanes-Oxley Act would adversely affect us and the value of our Units.

We are required to comply with certain requirements of the Sarbanes-Oxley Act and the related rules and regulations promulgated by the SEC. Because our Units are registered under the Exchange Act, we are subject to the Sarbanes-Oxley Act and the related rules and regulations promulgated by the SEC, and our management is required to report on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We are required to review on an annual basis our internal control over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes in our internal control over financial reporting. As a result, we expect to incur significant additional expenses that may negatively impact our financial performance and our ability to make distributions. This process will also result in a diversion of management’s time and attention. We do not know when our evaluation, testing and remediation actions will be completed or its impact on our operations. In addition, we may be unable to ensure that the process is effective or that our internal control over financial reporting is or will be effective. In the event that we are unable to come into and maintain compliance with the Sarbanes-Oxley Act and related rules, we and the value of our securities would be adversely affected.

Our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting until there is a public market for our shares which is not expected to occur. Because we do not currently have comprehensive documentation of our internal control and have not yet tested our internal control in accordance with Section 404 of the Sarbanes-Oxley Act, we cannot conclude, as required by Section 404, that we do not have a material weakness in our internal control or a combination of significant deficiencies that could result in the conclusion that we have a material weakness in our internal control. If we are not able to implement the applicable requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, our operations, financial reporting or financial results could be adversely affected. Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC, and result in a breach of the covenants under the agreements governing any of our financing arrangements. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements could also suffer if we or our independent registered public accounting firm were to report a material weakness in our internal controls over financial reporting. This could materially adversely affect us.

Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls, including any failure to

implement required new or improved controls, or if we experience difficulties in their implementation, our business and operating results could be harmed and we could fail to meet our financial reporting obligations.

We incur significant costs as a result of being registered under the Exchange Act.

We incur legal, accounting and other expenses, including costs associated with the periodic reporting requirements applicable to a company whose securities are registered under the Exchange Act, as well as additional corporate governance requirements, including requirements under the Sarbanes-Oxley Act and other rules implemented by the SEC.

We invest through a joint venture and could enter into additional joint ventures in the future.

We have entered into a joint venture and hold a portion of our investments through the joint venture and from time to time, we could hold a portion of our investments through partnerships, joint ventures, securitization vehicles or other entities with third-party investors (collectively, “joint ventures”). Joint venture investments involve various risks, including the risk that we will not be able to implement investment decisions or exit strategies because of limitations on our control under applicable agreements with joint venture partners, the risk that a joint venture partner could become bankrupt or could at any time have economic or business interests or goals that are inconsistent with those of us, the risk that a joint venture partner could be in a position to take action contrary to our objectives, the risk of liability based upon the actions of a joint venture partner and the risk of disputes or litigation with such partner and the inability to enforce fully all rights (or the incurrence of additional risk in connection with enforcement of rights) one partner could have against the other, including in connection with foreclosure on partner loans, because of risks arising under state law. In addition, we could, in certain cases, be liable for actions of our joint venture partners. The joint venture in which we participate could sometimes be allocated investment opportunities that might have otherwise gone entirely to us, which could reduce our return on equity. Additionally, our joint venture investments could be held on an unconsolidated basis and at times could be highly leveraged. Such leverage would not count toward the investment limits imposed on us by the 1940 Act. We do not intend to create or acquire primary control of any entity that primarily engages in investment activities in securities and other assets other than joint ventures or entities wholly owned by us.

We and our portfolio companies may maintain cash balances at financial institutions that exceed federally insured limits with the Federal Deposit Insurance Corporation, or FDIC, and may otherwise be materially affected by adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties.

Cash held by us and by our portfolio companies in non-interest-bearing and interest-bearing operating accounts may exceed the FDIC insurance limits. If such banking institutions were to fail, we or our portfolio companies could lose all or a portion of those amounts held in excess of such FDIC insurance limitations.

In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which could adversely affect our and our portfolio companies’ business, financial condition, results of operations, or prospects.

Although we assess our and our portfolio companies’ banking relationships as we believe necessary or appropriate, our and our portfolio companies’ access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our respective current and projected future business operations could be significantly impaired by factors that affect us or our portfolio companies, the financial institutions with which we or our portfolio companies have arrangements directly, or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which we or our portfolio companies have financial or business relationships, but could also include factors involving financial markets or the financial services industry generally.

In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us or our portfolio companies to acquire financing on acceptable terms or at all.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Risk management and strategy

The Company and the broader financial services industry face an increasingly complex and evolving threat environment.

Morgan Stanley has made and continues to make substantial investments in cybersecurity and fraud prevention technology, and employ experienced talent to lead its Cybersecurity and Information Security organizations and program under the oversight of Morgan Stanley’s Board of Directors (the “MS Board”) and the Operations and Technology Committee of the MS Board (“BOTC”).

As part of its enterprise risk management (“ERM”) framework, Morgan Stanley has implemented and maintains a program to assess, identify, and manage risks arising from the cybersecurity threats confronting the Firm (“Cybersecurity Program”). Morgan Stanley’s Cybersecurity Program helps

protect the Firm’s clients, customers, employees, property, products, services, and reputation by seeking to preserve the confidentiality, integrity, and availability of information, enable the secure delivery of financial services, and protect the business and the safe operation of our technology systems, including as applicable to the Company and its unitholders. Morgan Stanley continually adjusts its Cybersecurity Program, and makes adjustments where appropriate, to address the evolving cybersecurity threat landscape, including threats arising from new technologies, such as generative artificial intelligence, and comply with extensive legal and regulatory expectations.

The Adviser and the Administrator manage the Company’s day-to-day operations, and the Company uses the Cybersecurity Program to assess, identify and manage material cybersecurity risks affecting the Company and its operations. The Company’s business is dependent on the communications and information systems of Morgan Stanley, including but not limited to the Cybersecurity Program, and other third-party service providers.

Processes for assessing, identifying, and managing material risks from cybersecurity threats

Morgan Stanley’s Cybersecurity Program takes into account industry best practices and addresses risks from cybersecurity threats to the Firm’s network, infrastructure, computing environment, and the third-parties Morgan Stanley relies on, including third parties relied on by the Company. Morgan Stanley periodically assesses the design of its cybersecurity controls against the Cyber Risk Institute Cyber Profile, which is based on the National Institute of Standards and Technology Cybersecurity (“NIST”) Framework for Improving Critical Infrastructure Cybersecurity, as well as against global cybersecurity regulations, and develops improvements to those controls in response to those assessments. Morgan Stanley’s Cybersecurity Program also includes cybersecurity and information security policies, procedures, and technologies that are designed to address regulatory requirements and protect Morgan Stanley’s clients’, employees’ and own data, and the data of the Company and its officers and unitholders, against unauthorized disclosure, modification, and misuse. These policies, procedures, and technologies cover a broad range of areas, including: identification of internal and external threats, access control, data security, protective controls, detection of malicious or unauthorized activity, incident response, and recovery planning.

Morgan Stanley’s threat intelligence function within the Cybersecurity Program actively engages in private and public information sharing communities and leverages both commercial and proprietary products to collect a wide variety of industry and governmental information regarding the latest cybersecurity threats, which informs Morgan Stanley’s cybersecurity risk assessments and strategy, including as applicable to the Company. This information is also provided to an internal Morgan Stanley cyber threat detection team, which develops and implements strategies designed to defend against these cybersecurity threats across Morgan Stanley’s environment, including systems and applications that may be relied upon by the Company. Morgan Stanley’s vulnerability management team, as well as Morgan Stanley’s Non-Financial Risk function (“NFR”) review external cybersecurity incidents that may be relevant to the Firm and the Company, to further inform the design of the Cybersecurity Program. To assess the efficacy of Morgan Stanley’s controls and defenses designed to mitigate cybersecurity risk, it utilizes internal and external testing, including penetration testing and red team engagements. The results of these assessments are used to strengthen the Cybersecurity Program. Additionally, Morgan Stanley maintains a global training program covering cybersecurity risks and requirements, including heightened security training to specialized employees, and conducts regular phishing email simulations for its employees and consultants as preventative measures.

When a threat is identified in Morgan Stanley’s environment, its incident response team follows an incident response plan to evaluate the impact to the Firm and coordinate appropriate remediation. If warranted, the cybersecurity incident will be reported to applicable regulators, authorities, impacted clients or counterparties, as appropriate. The Firm’s cybersecurity incident response and remediation processes, including assessing materiality and reporting requirements, are reviewed through tabletop exercises.

Morgan Stanley’s processes are designed to help oversee, identify, and mitigate cybersecurity risks associated with its use of third-party vendors, including those vendors relied upon by the Company. Morgan Stanley maintains a third-party risk management program that includes evaluation of, and response to, cybersecurity risks at its third-party vendors, including those vendors relied upon by the Company. Prior to engaging third-party vendors to provide services to the Firm or the Company, Morgan Stanley conducts assessments of the third-party vendors’ cybersecurity program to identify the impact of their services on the cybersecurity risks to the Firm or, as relevant, the Company. Once on-boarded, third-party vendors’ cybersecurity programs are subject to risk-based oversight, which may include security questionnaires, submission of independent security audit reports or a Firm audit of the third-party vendor’s security program, and, with limited exceptions, third-party vendors are required to meet Morgan Stanley’s minimum cybersecurity standards. Where a third-party vendor cannot meet those standards, its services, and the residual risk to the Firm, are subject to review, challenge, and escalation through Morgan Stanley’s risk management processes and ERM committees, which may ultimately result in requesting increased security measures or ceasing engagement with such third-party vendor.

Morgan Stanley’s Cybersecurity Program is regularly assessed by the Morgan Stanley Internal Audit Department (“IAD”) through various assurance activities, with the results reported to the Audit Committee of the MS Board (“BAC”) and the BOTC and, as applicable to the Board of Directors of the Company. Annually, key elements of the Cybersecurity Program are subject to review by an independent third-party, the results of which, including opportunities identified for improvement and related remediation plans, are reviewed with the BOTC. The Cybersecurity Program is also examined regularly by the Firm’s prudential and conduct regulators within the scope of their jurisdiction.

Governance

Morgan Stanley and Company Management’s role in assessing and managing material risks from cybersecurity threats

Morgan Stanley’s Cybersecurity Program is operated and maintained by its management, including the Chief Information Officer (“CIO”) of Cyber, Data, Risk and Resilience and the Chief Information Security Officer (“CISO”). These senior officers are responsible for assessing and managing the Firm’s cybersecurity risks, which includes cybersecurity risks faced by the Company. Morgan Stanley’s Cybersecurity Program strategy, which is set by the CISO and overseen by the Morgan Stanley’s Head of Operational Cyber, Technology, and Information Security Non-Financial Risk (“Head of NFR CTIS”), is informed by various risk and control assessments, control testing, external assessments, threat intelligence, and public and private information sharing. Morgan Stanley’s Cybersecurity Program also includes processes for escalating and considering the materiality of incidents that impact the Firm and the Company, including escalation to senior management of Morgan Stanley, the MS Board, and management of the Company.

The Chief Compliance Officer ("CCO") of the Company is responsible for overseeing the Company’s risk management function and generally relies on the CIO, CISO, and Head of NFR CTIS to assist with assessing and managing material risks from cybersecurity threats that are applicable to the Company. The CIO has over 30 years of experience in various engineering, information technology (“IT"), operations, and information security roles. The CISO has over 25 years of experience leading cybersecurity teams at financial institutions, including in the areas of IT strategy, risk management, and information security. The Head of NFR CTIS has over 20 years of experience in technology, security, and compliance roles, including experience in government security agencies. The Company's CCO has worked in the financial services industry for 27 years and has covered registered investment companies, including business development companies, from a compliance perspective for over 25 years, during which time the Company’s CCO has gained expertise in assessing and managing risk applicable to the Company.

Risk levels and mitigating measures are presented to and monitored by dedicated management-level cybersecurity risk committees at Morgan Stanley. These committees include representatives from Firm management as well as business and control stakeholders who review, challenge and, where appropriate, consider exceptions to the Firm’s policies and procedures. Significant cybersecurity risks are escalated from these committees to Morgan Stanley’s Non-Financial Risk Committee. The CIO and the Head of NFR CTIS report on the status of Morgan Stanley’s Cybersecurity Program, including significant cybersecurity risks; review metrics related to the program; and discuss the status of regulatory and remedial actions and incidents to the Firm Risk Committee, the BOTC and the MS Board. To the extent any cybersecurity incidents relate to the Company, the status of such incidents and remedial actions will be reported to our Board.

Board oversight of risks from cybersecurity threats

Our Board provides strategic oversight on cybersecurity matters, including risks associated with cybersecurity threats. Our Board receives periodic updates from the CCO of the Company, the CIO, CISO, and Operational Risk functions, regarding the overall state of Morgan Stanley’s Cybersecurity Program, information on the current threat landscape, and risks from cybersecurity threats and cybersecurity incidents impacting the Company.

Material cybersecurity risks are addressed by Morgan Stanley management-level ERM committees with escalation to the BOTC and Board, as appropriate. The BOTC has primary responsibility for assisting the Morgan Stanley board in its oversight of significant operational risk exposures of the Firm and its business units, including IT, information security, fraud, third-party oversight, business disruption and resilience, and cybersecurity risks (including review of cybersecurity risks against established risk management methodologies) and the steps management has taken to monitor and control such exposures.

In accordance with its charter, the BOTC receives quarterly reports from (i) Technology, including the CIO or the CISO; (ii) Operations; and (iii) NFR. Such reporting includes updates on Morgan Stanley’s Cybersecurity Program, risks from cybersecurity threats, our programs to address and mitigate the risks associated with the evolving cybersecurity threat environment, and NFR’s assessment of cybersecurity risks. Senior officers in Technology and NFR also provide an annual report to the BOTC on the status of Morgan Stanley’s broader information security program in compliance with the Gramm-Leach-Bliley Act, which includes a discussion of risks arising from cybersecurity threats. At least annually, senior management representatives in Technology and NFR discuss the status of the Cybersecurity Program and key cybersecurity risks with the Morgan Stanley board and, in accordance with such board’s Corporate Governance Policies, all board members are invited to attend BOTC meetings and have access to meeting materials. The BOTC, which meets at least quarterly, also reviews and approves significant policies related to cybersecurity, receives an annual independent assessment of key aspects of Morgan Stanley’s Cybersecurity Program from an independent third party and holds joint meetings with the BAC and BRC, as necessary and appropriate. The chair of the BOTC regularly discusses cybersecurity developments with senior Morgan Stanley management and reports to the Morgan Stanley board on cybersecurity risks and threats and other related matters.

Assessment of Cybersecurity Risk

The potential impact of risks from cybersecurity threats on the Company are assessed on an ongoing basis, and how such risks could materially affect the Company’s business strategy, operational results, and financial condition are regularly evaluated. During the fiscal year ended December 31, 2025, the Company has not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that the Company believes have materially affected, or are reasonably likely to materially affect, the Company, including its business strategy, operational results, and financial condition.

Item 2. Properties

Our headquarters are located at 1585 Broadway, New York, NY 10036. We do not own any real estate.

Item 3. Legal Proceedings

The Company, the Investment Adviser, and the Administrator may become party to certain lawsuits in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Each of the Company, the Investment Adviser, and the Administrator is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities (dollar amounts in thousands, except per unit amounts)

Market Information

We sell our Units in private offerings in the United States under the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, Regulation S under the Securities Act and other exemptions from the registration requirements of the Securities Act, and we are authorized to offer and sell an unlimited number of our Units in such private offering. There is currently no market for our Units, and we can offer no assurances that a market for our Units will develop in the future.

Investors who acquire our Units in such private offerings are required to complete, execute and deliver a Subscription Agreement, a joinder to our Amended and Restated Limited Liability Company Agreement, as amended, the LLC Agreement, and related documentation, which includes customary representations and warranties, certain covenants and restrictions and indemnification provisions. Additionally, such investors may be required to provide due diligence information to us for compliance with certain legal requirements. We may, from time to time, engage offering or distribution agents and incur offering or distribution fees or sales commissions in connection with the private offering of our Units in certain jurisdictions outside the United States. The cost of any such offering or distribution fees may be borne by an affiliate of the Adviser. We will not incur any such fees or commissions if our net proceeds received upon a sale of our Units after such costs would be less than the net asset value per unit.

Investors may transfer their Units provided that the transferee satisfies applicable eligibility and/or suitability requirements and the Transfer is otherwise made in accordance with applicable securities, tax, anti-money laundering and other applicable laws and compliance with the LLC Agreement. No Transfer will be effectuated except by registration of the Transfer on the Company’s books. Each transferee must agree to be bound by the restrictions set forth in the LLC Agreement and all other obligations as an investor in the Company.

Holders

As of March 3, 2026, we had 17,999 holders of record of our Units.

Distribution Policy

To the extent we have income available, we intend to make distributions on a monthly basis to our unitholders. We have elected to be taxed as a RIC under Subchapter M of the Code. To obtain and maintain our RIC tax status, we intend to distribute at least 90% of our investment company taxable income (as defined by the Code, which generally includes net ordinary income and net short-term taxable gains) to holders of our Units in respect of each taxable year and to distribute net capital gains (that is, net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions as well as satisfy other applicable requirements under the Code. See Item 1. Business — “Certain Material U.S. Federal Income Tax Considerations.”

We cannot assure you that we will achieve results that will permit us to pay any cash distributions, and we will be prohibited from making distributions if doing so would cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act.

Distribution Reinvestment Plan

Unless our unitholders elect to receive their distributions in cash, we intend to make such distributions in additional shares of our common units under our DRIP. See “Item 1. Business—Distribution Reinvestment Plan.”

The following table summarizes the Company’s distributions declared and payable for the year ended December 31, 2025:


Date Declared	Record Date	Payment Date	Per Unit Amount		Total Amount
January 27, 2025	January 31, 2025	February 5, 2025	$	0.1265	$	22,270
February 27, 2025	February 28, 2025	March 5, 2025		0.1263		22,696
March 25, 2025	March 31, 2025	April 3, 2025		0.1263		23,317
January 27, 2025	March 31, 2025	April 3, 2025		0.0474		8,751	(1	)
April 25, 2025	April 30, 2025	May 5, 2025		0.1261		23,346
May 22, 2025	May 31, 2025	June 4, 2025		0.1259		23,628
June 18, 2025	June 30, 2025	July 3, 2025		0.1254		23,971
June 18, 2025	June 30, 2025	July 3, 2025		0.0470		8,984	(1	)
July 24, 2025	July 31, 2025	August 5, 2025		0.1250		23,499
August 21, 2025	August 31, 2025	September 3, 2025		0.1250		23,749
September 22, 2025	September 30, 2025	October 3, 2025		0.1250		23,993
September 22, 2025	September 30, 2025	October 3, 2025		0.0463		8,888	(1	)
October 23, 2025	October 31, 2025	November 5, 2025		0.1250		23,593
November 20, 2025	November 30, 2025	December 3, 2025		0.1250		23,811
December 22, 2025	December 31, 2025	January 6, 2026		0.1250		23,978
December 22, 2025	December 31, 2025	January 6, 2026		0.0233		4,470	(1	)
Total Distributions			$	1.6705	$	312,944

(1) Represents a special distribution.

The following table summarizes the Company’s distributions declared and payable for the year ended December 31, 2024:


Date Declared	Record Date	Payment Date	Per Unit Amount		Total Amount
January 29, 2024	January 31, 2024	February 05, 2024	$	0.1513	$	19,487
February 27, 2024	February 29, 2024	March 05, 2024		0.1512		20,505
March 26, 2024	March 31, 2024	April 04, 2024		0.1513		21,619
April 25, 2024	April 30, 2024	May 03, 2024		0.1508		22,258
May 28, 2024	May 31, 2024	June 05, 2024		0.1508		23,532
June 25, 2024	June 28, 2024	July 03, 2024		0.1514		24,285
July 25, 2024	July 30, 2024	August 05, 2024		0.1510		24,293
August 27, 2024	August 31, 2024	September 05, 2024		0.1504		24,639
September 24, 2024	September 30, 2024	October 03, 2024		0.1500		25,095
October 25, 2024	October 31, 2024	November 05, 2024		0.1498		25,240
November 27, 2024	November 29, 2024	December 04, 2024		0.1495		25,681
December 26, 2024	December 31, 2024	January 06, 2025		0.1492		26,178
Total Distributions			$	1.8067	$	282,812

The following table summarizes the amounts received and units issued to unitholders who have participated in the DRIP during for the year ended December 31, 2025:


Payment Date	DRIP Units Issued		DRIP Units Value
January 04, 2025		807,260	$	15,306
February 05, 2025		697,198		13,219
March 05, 2025		711,427		13,474
April 03, 2025		717,209		13,498
April 03, 2025		269,166		5,066
May 05, 2025		735,715		13,817
June 04, 2025		743,135		13,970
July 03, 2025		738,795		13,867
July 03, 2025		276,901		5,197
August 05, 2025		746,168		14,006
September 03, 2025		755,970		14,160
October 03, 2025		747,399		13,976
October 03, 2025		276,837		5,177
November 05, 2025		756,115		14,124
December 03, 2025		765,106		14,254
Total		9,744,401	$	183,111

The following table summarizes the amounts received and units issued to unitholders who have participated in the DRIP during for the year ended December 31, 2024:


Payment Date	DRIP Units Issued		DRIP Units Value
January 04, 2024		539,376	$	10,307
February 05, 2024		583,174		11,144
March 05, 2024		613,350		11,728
April 04, 2024		649,347		12,370
May 03, 2024		681,693		12,979
June 05, 2024		723,162		13,827
July 03, 2024		734,980		14,016
August 05, 2024		755,243		14,351
September 05, 2024		768,983		14,625
October 03, 2024		772,679		14,681
November 05, 2024		787,133		14,940
December 04, 2024		804,804		15,243
Total		8,413,924	$	160,211

Unit Repurchase Program

At the discretion of the Board of Directors, we may repurchase, in each quarter, up to 5% of the outstanding Units (either by number of units or aggregate net asset value) as of such quarter end pursuant to a quarterly unit repurchase program. The limitations and restrictions described in the applicable offer to repurchase units may prevent us from accommodating all repurchase requests made in any quarter. The unit repurchase program has many limitations, including the limitations described above, and should not in any way be viewed as the equivalent of a secondary market. We will offer to repurchase Units on such terms as may be determined by our Board of Directors in its complete and absolute discretion.

The following table further summarizes the unit repurchases completed for the year ended December 31, 2025:


Repurchase Deadline Request	Percentage of Outstanding Units the Company Offered to Repurchase(1)			Price Paid Per Unit		Repurchase Pricing Date	Amount Repurchased		Number of Units Repurchased		Percentage of Outstanding Units Repurchased(1)			Maximum number of units that may yet be purchased under the repurchase program(2)
March 07, 2025		5.00	%	$	18.82	March 31, 2025	$	65,290		3,469,202		2.01	%		—
June 07, 2025		5.00	%	$	18.77	June 30, 2025		107,041		5,702,776		3.15	%		—
September 04, 2025		5.00	%	$	18.70	September 30, 2025		107,961		5,773,310		3.11	%		—
December 07, 2025		5.00	%	$	18.57	December 31, 2025		181,587		9,778,471		5.25	%		—
Total							$	461,879		24,723,759

(1)

Percentage is based on total units as of the close of the previous calendar quarter.

(2)

All repurchase requests were satisfied in full.

The following table further summarizes the unit repurchases completed for the year ended December 31, 2024:


Repurchase Deadline Request	Percentage of Outstanding Units the Company Offered to Repurchase(1)			Price Paid Per Unit		Repurchase Pricing Date	Amount Repurchased		Number of Units Repurchased		Percentage of Outstanding Units Repurchased(1)			Maximum number of units that may yet be purchased under the repurchase program(2)
March 05, 2024		5.00	%	$	19.05	March 31, 2024	$	28,707		1,506,944		1.25	%	—
June 08, 2024		5.00	%	$	19.07	June 30, 2024		52,219		2,738,253		1.94	%	—
September 07, 2024		5.00	%	$	19.00	September 30, 2024		37,636		1,980,872		1.26	%	—
December 07, 2024		5.00	%	$	18.96	December 31, 2024		55,792		2,942,591		1.78	%	—
Total							$	174,354		9,168,660

(1)

Percentage is based on total units as of the close of the previous calendar quarter.

(2)

All repurchase requests were satisfied in full.

Recent Sales of Unregistered Securities and Use of Proceeds

Except as previously reported by the Company on its Current Reports on Form 8-K, we did not sell any securities during the period covered by this Form 10-K that were not registered under the Securities Act.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands, except per unit amounts, unless otherwise indicated)

The discussion and analysis contained in this section refers to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto in Part II, Item 8 of this Form 10-K, “Consolidated Financial Statements and Supplementary Data.” This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to those described in Part I, Item 1A of this Form 10-K, “Risk Factors.” Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this Form 10-K.

OVERVIEW

We are a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. We have elected to be regulated as a BDC under the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated, and intend to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Code. We are a private, perpetual-life BDC, which is a BDC whose Units are not listed for trading on a stock exchange or other securities market. We use the term “perpetual-life BDC” to describe an investment vehicle of indefinite duration whose units are intended to be sold by us monthly on a continuous basis at a price generally equal to our monthly net asset value per Unit. We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. We are externally managed by the Adviser, an indirect wholly owned subsidiary of Morgan Stanley.

Our investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies in which private equity sponsors have a controlling equity stake in the portfolio company. For purposes of this Report, “middle-market companies” refers to companies that, in general, generate annual EBITDA in the range of approximately $15 million to $200 million, although not all of our portfolio companies will meet this criterion.

We invest primarily in directly originated senior secured term loans, including first lien senior secured term loans (including unitranche loans) and second lien senior secured term loans, with the balance of our investments expected to be in higher-yielding assets such as mezzanine debt, unsecured debt, equity investments and other opportunistic asset purchases. Typical middle-market senior loans may be issued by middle-market companies in the context of LBOs, acquisitions, debt refinancings recapitalizations, and other similar transactions. We generally expect our debt investments to have a stated term of five to eight years and typically bear interest at a floating rate usually determined on the basis of a benchmark (such as SOFR). We also make investments in traded bank loans and other liquid debt securities of U.S. corporate issuers, including broadly syndicated loans, which may provide more liquidity than our private credit investments, for cash management purposes, including to manage payment obligations under our unit repurchase program. Depending on various factors, including our cash flows and the market for middle-market company debt investments, we expect that our liquid loan portfolio could represent a material portion of our investments from time to time.

We generate revenues primarily in the form of interest income from investments we hold. In addition, we generate income from dividends or distributions of income on any direct equity investments, capital gains on the sale of loans and equity investments and various other loan origination and other fees, including commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.

Pursuant to the Order, we are able to enter into certain negotiated co-investment transactions alongside certain Regulated Funds and Affiliated Entities (each as defined in the Order), in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. The Order contains certain conditions and requires the Board to maintain oversight of our participation in the co-investment program. The Order also requires a “required majority” (as defined in Section 57(o) of the 1940 Act) of our eligible directors to make certain conclusions pursuant to Section 57(f) of the 1940 Act in connection with certain co-investment transactions, including co-investment transactions in which an affiliate is an existing investor in the portfolio company, non-pro rata follow on investments and non-pro rata dispositions of investments.

On July 15, 2024, we acquired SL Investment Corp., or SLIC, pursuant to that certain Agreement and Plan of Merger, or the Merger Agreement, dated as of May 28, 2024, by and among SLIC, us, Cobalt Merger Sub, Inc., a wholly-owned subsidiary of us, and the Adviser. Pursuant to the Merger Agreement, SLIC was merged with and into us in a two-step transaction with us as the surviving company, or the SLIC Acquisition.

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt available to middle-market companies, the general economic environment and the competitive environment for the type of investments we make.

Revenue

We generate revenue primarily in the form of interest income on debt investments we hold. In addition, we generate income from dividends or distributions of income on direct equity investments, capital gains on the sales of loans and equity securities and various loan origination and other fees. Our debt investments generally have a stated term of five to eight years and typically bear interest at a floating rate usually determined on the basis of a benchmark such as SOFR. Interest on these debt investments is generally paid quarterly. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity

also reflects the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.

Expenses

Our primary operating expenses include the payment of: (i) investment advisory fees, including base management fees and incentive fees, to our Investment Adviser pursuant to the Investment Advisory Agreement; (ii) costs and other expenses and our allocable portion of overhead incurred by the Administrator in performing its administrative obligations under the Administration Agreement between us and the Administrator; and (iii) other operating expenses as detailed below:

•

initial organization costs and offering costs incurred;

•

costs associated with any private offerings of our Units and any other securities offerings;

•

the cost of effecting any sales and repurchases of our Units and other securities, including servicing fees;

•

calculating individual asset values and our net asset value (including the cost and expenses of any third-party valuation services);

•

out of pocket expenses, including travel, entertainment, lodging, and meal expenses, incurred by the Investment Adviser, or members of its investment team or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies (including, without limitation, any reverse termination fees and any liquidated damage and any costs related to broken deals) and monitoring actual portfolio companies and, if necessary, enforcing our rights;

•

base management fee and any incentive fees payable under the Investment Advisory Agreement;

•

certain costs and expenses relating to distributions paid by us;

•

administration fees payable under the Administration Agreement and any sub-administration agreements, including related expenses;

•

arrangement, debt service and other costs of borrowings, senior securities or other financing arrangements;

•

the allocated costs incurred by the Investment Adviser in providing managerial assistance to those portfolio companies that request it;

•

amounts payable to third parties relating to, or associated with, sourcing, evaluating, making, settling, clearing, monitoring, holding or disposing of prospective or actual investments;

•

the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments;

•

dues and expenses incurred in connection with membership industry or trade organizations;

•

fees and expenses payable under any dealer manager agreements;

•

escrow agent, distribution agent, transfer agent and custodial fees and expenses;

•

costs of derivatives and hedging;

•

commissions and other compensation payable to brokers or dealers;

•

any fees payable to rating agencies;

•

federal and state registration fees;

•

the cost of effecting any sales and repurchases of our Units and other securities, including servicing fees;

•

U.S. federal, state and local taxes, including any excise taxes;

•

costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes;

•

Independent Director fees and expenses;

•

costs of preparing consolidated financial statements and maintaining books and records, costs of preparing tax returns, costs of 1940 Act compliance, Sarbanes-Oxley Act compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies), and other reporting and compliance costs, including registration fees, and the compensation of professionals responsible for the preparation or review of the foregoing;

•

the costs of any reports, proxy statements or other notices to our unitholders (including printing and mailing costs), the costs of any unitholders’ meetings, and costs and expenses of preparation for the foregoing and related matters;

•

the costs of specialty and custom software for monitoring risk, compliance and overall investments;

•

fees and expenses associated with marketing efforts;

•

any fidelity bond required by applicable law;

•

any necessary insurance premiums;

•

any extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Company),

•

direct fees and expenses associated with independent audits, agency, consulting and legal costs;

•

cost of winding up; and

•

all other expenses incurred by either the Administrator or us in connection with administering our business, including payments under the Administration Agreement based upon our allocable portion of the compensation paid to our Chief Financial Officer and Chief Compliance Officer and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services including, but not limited to, the fees and expenses associated with performing compliance functions.

We reimburse the Administrator or its affiliates for amounts paid or costs borne that properly constitute Company expenses as set forth in the Administration Agreement or otherwise. We expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

PORTFOLIO AND INVESTMENT ACTIVITY

Our portfolio is presented below:


		December 31, 2025					December 31, 2024
		Cost		Fair Value	% of Total Investments at Fair Value		Cost		Fair Value	% of Total Investments at Fair Value
First Lien Debt	$	6,506,675	$	6,424,695	97.1%	$	6,022,749	$	5,997,696	98.6%
Second Lien Debt		31,045		32,023	0.5		16,613		16,771	0.3
Other Debt Investments		12,010		11,564	0.2		6,453		6,520	0.1
Equity (1)		64,305		57,052	0.9		57,745		58,032	1.0
NH Keystone (2)		85,438		85,276	1.3		—		—	—
Total	$	6,699,473	$	6,610,610	100%	$	6,103,560	$	6,079,019	100%

(1)

Excludes equity investments in NH Keystone (as defined below).

(2)

Includes equity investments in NH Keystone.

Our debt portfolio displayed the following characteristics of each of our investments(1), (2) unless otherwise noted:


	As of
	December 31, 2025			December 31, 2024
Number of portfolio companies		313			304
Number of new investment commitments in portfolio companies		53			97
Number of investment commitments exited or fully repaid		44			35
Percentage of performing debt bearing a floating rate, at fair value		99.9	%		99.9	%
Percentage of performing debt bearing a fixed rate, at fair value		0.1	%		0.1	%
Weighted average yield on debt and income producing investments, at cost(3)		9.0	%		10.2	%
Weighted average yield on debt and income producing investments, at fair value(3)		9.1	%		10.2	%
Weighted average yield on total portfolio, at cost(4)		8.9	%		10.1	%
Weighted average yield on total portfolio, at fair value(4)		9.0	%		10.1	%
Median 12-month EBITDA(4)		90.8			86.5
Weighted average 12-month EBITDA(4)	$	180.50		$	175.57
Weighted average net leverage through tranche(4)(5)	6.0x			6.0x
Weighted average interest coverage(6)	1.7x			1.5x
Weighted average loan to value(4)(7)		40.6	%		39.9	%
Percentage of our debt portfolio subject to business cycle volatility(4)		5.0	%		5.6	%
Average position size of our investments	$	21.12		$	20.00

(1)

Calculated as a percentage of gross debt commitments (funded and unfunded). Weighted average EBITDA, net leverage through the tranche in which the Company is a lender and loan to value exclude recurring revenue investments, which are investments in portfolio companies to which the Company lends based on a multiple of recurring revenue generated by the portfolio company and not based on a multiple of EBITDA.

(2)

Amounts were derived from investment due diligence information provided by the portfolio company. Such amounts have not been independently estimated by us, and, accordingly, we take no responsibility for such numbers and make no representation or warranty in respect of this information.

(3)

Computed as (a) the annual stated spread, plus reference rate, as applicable, plus the annual accretion of discounts, as applicable on debt securities divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented herein.

(4)

Computed as (a) the annual stated spread, plus reference rate, as applicable, plus the annual accretion of discounts, as applicable on all investments of the Company, excluding the Company's investment in NH Keystone, divided by (b) total investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented herein.

(5)

Excludes liquid loan portfolio.

(6)

Net leverage is the ratio of total debt minus cash divided by EBITDA and taking into account leverage through the tranche in which the Company is a lender, excluding recurring revenue investments.

(7)

Interest coverage for a particular portfolio company is calculated by taking credit agreement EBITDA and dividing by annualized latest reported interest expense. Total interest coverage is calculated on a weighted average basis based on total gross debt commitments (funded and unfunded). Calculation excludes recurring revenue deals which are investments in portfolio companies to which the Company lends based on a multiple of recurring revenue generated by the portfolio company and not based on a multiple of EBITDA. Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount.

(8)

Calculated using total outstanding debt through the tranche in which the Company is a lender divided by total enterprise value from the private equity sponsor or market comparables.

Investment Activity

Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated):


	As of and For the Year Ended
	December 31, 2025			December 31, 2024			December 31, 2023
New investments committed
Gross Principal Balance(1) (3)	$	1,427,616		$	3,093,219		$	1,708,093
Less: Syndications		22,547			—			79,963
Net New Investments Committed	$	1,405,069		$	3,093,219		$	1,628,130
Investments, at cost
Investments, beginning of period	$	6,103,560		$	3,227,449		$	2,051,185
New investments purchased		1,889,602			3,773,085			1,497,358
Net accretion of discount on investments		25,236			20,352			8,909
Payment-in-kind		25,718			19,453			7,987
Net realized gain (loss) on investments		(16,349	)		(26,741	)		105
Investments sold or repaid		(1,328,294	)		(910,038	)		(338,095	)
Investments, end of period	$	6,699,473		$	6,103,560		$	3,227,449
Principal amount of investments funded (3)
First lien debt investments	$	1,818,611		$	2,567,962		$	1,520,464
Second lien debt investments		—			—			12,308
Other debt investments		—			2,944			2,693
Equity(2)		1,317			4,080			—
NH Keystone(4)		85,438			—			—
Total	$	1,905,366		$	2,574,986		$	1,535,465
Amount of investments sold/fully repaid, at principal
First lien debt investments	$	763,865		$	573,604		$	192,779
Second lien debt investments		—			17,500			—
Other debt investments		8,455			—			—
Total	$	772,320		$	591,104		$	192,779

(1)

Includes new investment commitments, excluding sale/repayments and including unfunded investment commitments.

(2)

Represents dollar amount of equity investments funded, excluding equity investments in NH Keystone.

(3)

In July 2024, in connection with the SLIC Acquisition, we acquired investments of $1,101.38 million at fair value from SLIC and assumed unfunded loan commitments totaling $95.46 million. The investments received consisted of 148 portfolio companies across 29 industries. The impact of this transaction is excluded from the information presented in the table. For additional information see Note 12 “SLIC Acquisition” in our consolidated financial statements included in this report.

(4)

Represents dollar amount of equity investments funded in NH Keystone.

The Company and the JV Partner each agreed to contribute up to $500,000 and $75,000, respectively, to NH Keystone. The Company and the JV Partner have equal control of NH Keystone's investment decisions and generally all other decisions in respect of NH Keystone must be approved by NH Keystone's investment committee or board of directors, each of which consists of an equal number of representatives of the Company and the JV Partner. We do not consolidate NH Keystone. NH Keystone is not an “eligible portfolio company” as defined in section 2(a)(46) of the 1940 Act.

As of December 31, 2025, the Company and the JV Partner made capital contributions of $85,438 and $12,812 in member's equity, respectively, to NH Keystone.


		December 31, 2025
Total investments, at fair value	$		249,685
Number of portfolio companies			44
Number of Industries			19
Weighted average yield on total portfolio, at cost(1)			8.8	%
Weighted average yield on total portfolio, at fair value(1)			8.8	%
Average position size of our investments	$		5.67

For more information on NH Keystone, see “Note 4. Investments—North Haven Keystone LLC.”

As part of the monitoring process, our Investment Adviser has developed risk policies pursuant to which it regularly assesses the risk profile of each of our debt investments. Our Investment Adviser has developed a classification system to group investments into four categories. The investments are evaluated regularly and assigned a category based on certain credit metrics. Our Investment Adviser’s ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments. Please see below for a description of the four categories of the Investment Adviser’s Internal Risk Rating system:

Risk Rating 1 — In the opinion of our Investment Adviser, investments in Risk Rating 1 involve the least amount of risk relative to our initial cost basis at the time of origination or acquisition. Risk Rating 1 investment performance is above our initial underwriting expectations, and the business trends and risk factors present are generally favorable, which trends or factors may include the performance of the portfolio company or the likelihood of a potential exit.

Risk Rating 2 — In the opinion of our Investment Adviser, investments in Risk Rating 2 involve a level of risk relative to our initial cost basis at the time of origination or acquisition. Risk Rating 2 investments are generally performing in line with our initial underwriting expectations and risk factors to ultimately recoup the cost of our principal investment are neutral to favorable. All new originated or acquired investments are initially included in Risk Rating 2.

Risk Rating 4 — In the opinion of our Investment Adviser, investments in Risk Rating 4 involve a borrower performing substantially below expectations and indicate that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. For Risk Rating 4 investments, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis at the time of origination or acquisition upon exit.

The distribution of our portfolio on the Investment Adviser’s Internal Risk Rating System is as follows:


		December 31, 2025						December 31, 2024
		Fair Value		% of Total				Fair Value		% of Total
Risk rating 1	$		18,232		0.3	%	$		31,948		0.5	%
Risk rating 2			6,393,100		96.7				5,906,377		97.1
Risk rating 3			126,779		1.9				119,130		2.0
Risk rating 4			72,499		1.1				21,564		0.4
Total	$		6,610,610		100.0	%	$		6,079,019		100.0	%

The table below presents the amortized cost of our performing and non-accrual investments as of the following periods:


		December 31, 2025						December 31, 2024
		Amortized Cost		% of Total				Amortized Cost		% of Total
Performing	$		6,578,348		98.2	%	$		6,074,323		99.5	%
Non-accrual (1)			121,125		1.8				29,237		0.5
Total	$		6,699,473		100.0	%	$		6,103,560		100.0	%

(1)

As of December 31, 2025 and December 31, 2024 the company had certain investments in five and two portfolio companies, respectively, that were on non-accrual status.

CONSOLIDATED RESULTS OF OPERATIONS

The following table represents our operating results:


	For the Year Ended
	December 31, 2025			December 31, 2024
Total investment income	$	657,565		$	552,328
Less: Net expenses		336,549			273,848
Net investment income before taxes		321,016			278,480
Less: Excise tax expense		—			15
Net investment income after taxes		321,016			278,465
Net change in unrealized appreciation (depreciation)		(66,296	)		8,255
Net realized gain (loss)		(16,288	)		(26,749	)
Net increase (decrease) in Members' Capital resulting from operations	$	238,432		$	259,971

Investment Income

Investment income was as follows:


	For the Year Ended
	December 31, 2025		December 31, 2024
Investment income:
Interest income	$	620,290	$	520,261
Payment-in-kind		20,348		14,580
Dividend income		6,939		4,814
Other income		9,988		12,673
Total Investment Income	$	657,565	$	552,328

In the table above, total investment income increased from $552,328 for the year ended December 31, 2024 to $657,565 for the year ended December 31, 2025. The increase was primarily driven by our deployment of capital and the SLIC Acquisition which was offset by declining base rates and repricing of our existing portfolio. Our weighted average yield at cost decreased to 9.0% as of December 31, 2025 from 10.2% as of December 31, 2024, which was primarily driven by the reduction in base rates and repricing on our existing portfolio.

Additionally, for the year ended December 31, 2025, we recorded $6,661 of non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts, etc.) as compared to $5,970 for the same period in the prior year, primarily as a result of prepayments.

Expenses

Expenses were as follows:


	For the Year Ended
	December 31, 2025			December 31, 2024
Expenses:
Interest and other financing expenses	$	246,365		$	171,312
Management fees		43,573			36,707
Income based incentive fees		47,038			42,148
Professional fees		9,598			9,303
Offering costs		—			—
Directors' fees		518			439
Administrative service fees		154			179
Servicing fees		28,831			24,961
General and other expenses		732			199
Total expenses	$	376,809		$	285,248
Expense support		(900	)		(2,700	)
Recoupment of expense support		—			400
Management fees waiver		(19,680	)		(2,750	)
Income based incentive fees waiver		(19,680	)		(6,350	)
Net expenses	$	336,549		$	273,848
Excise tax expense	$	—		$	15

Interest and Other Financing Expenses

Interest and other financing expenses, including unused commitment fees, amortization of debt issuance costs, net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items and deferred financing costs, increased from $171,312 for the year ended December 31, 2024, to $246,365 for the year ended December 31, 2025. The increase was primarily driven by our increased borrowings. Our debt outstanding increased from $2,887,425 as of December 31, 2024 to $3,301,860 as of December 31, 2025.

Base Management Fee

The base management fees before waiver were $43,573 and $36,707 for the year ended December 31, 2025 and 2024, respectively. The increase was primarily due to an increase in capital contributions. For more information on base management fee, including terms thereof, for further details, see Note 3 “Significant Agreements and Related Party Transactions” to our consolidated financial statements included in this Report.

Incentive Fees

The income-based incentive fees before waiver were $47,038 and $42,148 for the year ended December 31, 2025 and 2024, respectively. The increase for the year ended December 31, 2025 was primarily due to an increase in pre-incentive fee net investment income. For more information on incentive fee, including terms thereof, see Note 3 “Significant Agreements and Related Party Transactions” to our consolidated financial statements included in this Report.

Professional Fees, Administrative Service Fee, Servicing fees and Other Expenses

Professional fees include legal, audit, tax, valuation, and other professional fees incurred related to the management of the Company, which include costs of a financial printer utilized for certain preparation, printing and distribution services related to the offering materials. Professional fees were $9,598 and $9,303, for the year ended December 31, 2025 and 2024, respectively. The increase was primarily due to an increase in total assets.

Administrative service fees represent fees paid to the Administrator for our allocable portion of the cost of certain of our executive officers that perform duties for us. General and other expenses include insurance, filing, research, subscriptions and other costs. Organization and offering costs include expenses incurred in our initial formation and our offering of units.

Servicing fees include placement agency fees paid in connection with the Company’s private offering. Servicing fees were $28,831 and $24,961 for the year ended December 31, 2025 and 2024, respectively. The increase was primarily due to an increase in capital contributions. For more information on servicing fees, including terms thereof, see Note 3 “Significant Agreements and Related Party Transactions” to our consolidated financial statements included in this report.

Net Realized Gain (Loss) and Unrealized Gain (Loss) on Investments


	For the Year Ended
	December 31, 2025			December 31, 2024
Realized and unrealized gain (loss):
Net realized gain (loss):
Non-controlled/non-affiliated investments	$	(16,349	)	$	(26,742	)
Foreign currency and other transactions		61			(7	)
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments	$	(64,340	)	$	8,426
Translation of assets and liabilities in foreign currencies		173			(171	)
Non-controlled/affiliated investments		(1,967	)		—
Controlled/affiliated investments		(162	)		—
Net realized and unrealized gain (loss)	$	(82,584	)	$	(18,494	)

For the year ended December 31, 2025, net realized losses were $16,349. For the year ended December 31, 2024, net realized losses were $26,742. Net realized losses on investments was primarily due to sale and/or restructuring of certain portfolio companies.

For the year ended December 31, 2025, net change in unrealized depreciation on our investments of $66,469, respectively, was primarily the result of the changes in spreads in the secondary markets as well as financial performance in certain portfolio companies. For the year ended December 31, 2024, net change in unrealized appreciation on our investments of $8,426, respectively, was primarily driven by changes in spreads in the primary and secondary markets.

For the years ended December 31, 2024 and December 31, 2023

A comparison of the fiscal years ended December 31, 2024 and December 31, 2023 can be found in our Form 10-K for the fiscal year ended December 31, 2024 within “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”, which is incorporated herein by reference.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

We generate cash from the net proceeds of offerings of our Units, net borrowings from our credit facilities and unsecured debt, and from cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments. We may also fund a portion of our investments through borrowings from banks and issuances of senior securities, including before we have fully invested the proceeds of any closing of our continuous private offering of our Units. Our primary use of cash is investments in portfolio companies, payments of our expenses, funding repurchases under our unit repurchase program and payment of cash distributions to our unitholders. Details of our credit facilities are described in “—Debt” below. We may also from time to time enter into new credit facilities, increase the size of existing credit facilities or issue additional debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.

As of December 31, 2025, we had approximately $226.8 million of unrestricted cash and cash equivalents, and short term investments (including investments in money market funds), which, taken together with our approximately $1,094.9 million, $402.8 million, $150.0 million and $455.9 million of availability under the ING Facility, Wells Funding Facility, CBNA Funding Facility and JPM Funding Facility (subject to borrowing base availability) (each as defined in Note 6. “Debt” in the notes to the accompanying consolidated financial statements), respectively, we expect to be sufficient for our investing activities and sufficient to conduct our operations in the near term. As of December 31, 2025, we believed we had adequate financial resources to satisfy unfunded portfolio company commitments of $858.8 million.

Unregistered Sales of Equity Securities

For the year ended December 31, 2025 and 2024, total Units issued and proceeds received were as follows:


Unit Issuance Date	Units Issued		Proceeds Received
For the Year Ended December 31, 2025
January 01, 2025		2,728,267	$	51,728
February 01, 2025		2,952,665		55,982
March 01, 2025		4,210,752		79,752
April 01, 2025		3,003,865		56,533
May 01, 2025		1,797,612		33,759
June 01, 2025		2,743,611		51,580
July 01, 2025		1,522,289		28,573
August 01, 2025		1,254,942		23,555
September 01, 2025		1,189,990		22,289
October 01, 2025		1,551,396		29,011
November 01, 2025		990,164		18,496
December 01, 2025		572,406		10,664
Total		24,517,959	$	461,922
For the Year Ended December 31, 2024
January 01, 2024		7,646,273	$	146,120
February 01, 2024		6,231,714		119,088
March 01, 2024		6,662,271		127,383
April 01, 2024		5,566,519		106,042
May 01, 2024		7,767,198		147,888
June 01, 2024		3,628,420		69,375
July 01, 2024		2,486,537		47,418
August 01, 2024		2,187,027		41,554
September 01, 2024		2,705,841		51,465
October 01, 2024		2,397,182		45,547
November 01, 2024		2,510,293		47,645
December 01, 2024		2,862,477		54,215
Total		52,651,752	$	1,003,740

The following table summarizes the Company’s distributions declared and payable for the year ended December 31, 2025 and 2024:


Date Declared	Record Date	Payment Date	Per Unit Amount		Total Amount
January 27, 2025	January 31, 2025	February 5, 2025	$	0.1265	$	22,270
February 27, 2025	February 28, 2025	March 5, 2025		0.1263		22,696
March 25, 2025	March 31, 2025	April 3, 2025		0.1263		23,317
January 27, 2025	March 31, 2025	April 3, 2025		0.0474		8,751	(1	)
April 25, 2025	April 30, 2025	May 5, 2025		0.1261		23,346
May 22, 2025	May 31, 2025	June 4, 2025		0.1259		23,628
June 18, 2025	June 30, 2025	July 3, 2025		0.1254		23,971
June 18, 2025	June 30, 2025	July 3, 2025		0.0470		8,984	(1	)
July 24, 2025	July 31, 2025	August 5, 2025		0.1250		23,499
August 21, 2025	August 31, 2025	September 3, 2025		0.1250		23,749
September 22, 2025	September 30, 2025	October 3, 2025		0.1250		23,993
September 22, 2025	September 30, 2025	October 3, 2025		0.0463		8,888	(1	)
October 23, 2025	October 31, 2025	November 5, 2025		0.1250		23,593
November 20, 2025	November 30, 2025	December 3, 2025		0.1250		23,811
December 22, 2025	December 31, 2025	January 6, 2026		0.1250		23,978
December 22, 2025	December 31, 2025	January 6, 2026		0.0233		4,470	(1	)
Total Distributions			$	1.6705	$	312,944

(1)

Represents a special distribution.


Date Declared	Record Date	Payment Date	Per Unit Amount		Total Amount
January 29, 2024	January 31, 2024	February 05, 2024	$	0.1513	$	19,487
February 27, 2024	February 29, 2024	March 05, 2024		0.1512		20,505
March 26, 2024	March 31, 2024	April 04, 2024		0.1513		21,619
April 25, 2024	April 30, 2024	May 03, 2024		0.1508		22,258
May 28, 2024	May 31, 2024	June 05, 2024		0.1508		23,532
June 25, 2024	June 28, 2024	July 03, 2024		0.1514		24,285
July 25, 2024	July 30, 2024	August 05, 2024		0.1510		24,293
August 27, 2024	August 31, 2024	September 05, 2024		0.1504		24,639
September 24, 2024	September 30, 2024	October 03, 2024		0.1500		25,095
October 25, 2024	October 31, 2024	November 05, 2024		0.1498		25,240
November 27, 2024	November 29, 2024	December 04, 2024		0.1495		25,681
December 26, 2024	December 31, 2024	January 06, 2025		0.1492		26,178
Total Distributions			$	1.8067	$	282,812

We have adopted an “opt out” DRIP. As a result, unless unitholders elect to “opt out” of the DRIP, unitholders will have their cash dividends or distributions (net of applicable withholding tax) automatically reinvested in additional units of the same class of units to which the distribution relates rather than receiving cash. Unitholders who receive distributions in the form of Units will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, those unitholders will not receive cash with which to pay any applicable taxes.

The following table summarizes the amounts received and Units issued to unitholders who have participated in the DRIP during for the year ended December 31, 2025 and 2024:


Payment Date	DRIP Units Issued		DRIP Units Value
January 04, 2025		807,260	$	15,306
February 05, 2025		697,198		13,219
March 05, 2025		711,427		13,474
April 03, 2025		717,209		13,498
April 03, 2025		269,166		5,066
May 05, 2025		735,715		13,817
June 04, 2025		743,135		13,970
July 03, 2025		738,795		13,867
July 03, 2025		276,901		5,197
August 05, 2025		746,168		14,006
September 03, 2025		755,970		14,160
October 03, 2025		747,399		13,976
October 03, 2025		276,837		5,177
November 05, 2025		756,115		14,124
December 03, 2025		765,106		14,254
Total		9,744,401	$	183,111


Payment Date	DRIP Units Issued		DRIP Units Value
January 04, 2024		539,376	$	10,307
February 05, 2024		583,174		11,144
March 05, 2024		613,350		11,728
April 04, 2024		649,347		12,370
May 03, 2024		681,693		12,979
June 05, 2024		723,162		13,827
July 03, 2024		734,980		14,016
August 05, 2024		755,243		14,351
September 05, 2024		768,983		14,625
October 03, 2024		772,679		14,681
November 05, 2024		787,133		14,940
December 04, 2024		804,804		15,243
Total		8,413,924	$	160,211

Unit Repurchase Program

The following table further summarizes the unit repurchases completed for the year ended December 31, 2025 and 2024:


Repurchase Deadline Request	Percentage of Outstanding Units the Company Offered to Repurchase(1)			Repurchase Pricing Date	Amount Repurchased		Number of Units Repurchased		Percentage of Outstanding Units Repurchased(1)			Maximum number of units that may yet be purchased under the repurchase program(2)
March 07, 2025		5.00	%	March 31, 2025	$	65,290		3,469,202		2.01	%		—
June 07, 2025		5.00	%	June 30, 2025		107,041		5,702,776		3.15	%		—
September 04, 2025		5.00	%	September 30, 2025		107,961		5,773,310		3.11	%		—
December 07, 2025		5.00	%	December 31, 2025		181,587		9,778,471		5.25	%		—
Total					$	461,879		24,723,759


Repurchase Deadline Request	Percentage of Outstanding Units the Company Offered to Repurchase(1)			Repurchase Pricing Date	Amount Repurchased		Number of Units Repurchased		Percentage of Outstanding Units Repurchased(1)			Maximum number of units that may yet be purchased under the repurchase program(2)
March 05, 2024		5.00	%	March 31, 2024	$	28,707		1,506,944		1.25	%	—
June 08, 2024		5.00	%	June 30, 2024		52,219		2,738,253		1.94	%	—
September 07, 2024		5.00	%	September 30, 2024		37,636		1,980,872		1.26	%	—
December 07, 2024		5.00	%	December 31, 2024		55,792		2,942,591		1.78	%	—
Total					$	174,354		9,168,660

(1)

Percentage is based on total units as of the close of the previous calendar quarter.

(2)

All repurchase requests were satisfied in full.

Debt

Our outstanding debt obligations were as follows:


	December 31, 2025						December 31, 2024
	Aggregate Principal Committed		Outstanding Principal		Unused Portion		Aggregate Principal Committed		Outstanding Principal		Unused Portion
ING Facility(1)	$	1,350,000	$	254,537	$	1,094,850	$	1,350,000	$	313,352	$	1,036,036
Wells Funding Facility		900,000		497,250		402,750		900,000		381,250		518,750
CBNA Funding Facility		375,000		225,000		150,000		375,000		93,750		281,250
JPM Funding Facility		1,200,000		744,073		455,927		1,200,000		614,073		585,927
Series A 2026 Notes(2)		—		—		—		204,000		204,000		—
Series A 2028 Notes(2)		146,000		146,000		—		146,000		146,000		—
Series B 2026 Notes(3)		107,000		107,000		—		107,000		107,000		—
Series B 2028 Notes(3)		128,000		128,000		—		128,000		128,000		—
Series C 2027 Notes(4)		136,500		136,500		—		136,500		136,500		—
Series C 2029 Notes(4)		163,500		163,500		—		163,500		163,500		—
Series D 2027 Notes(5)		100,000		100,000		—		100,000		100,000		—
Series D 2029 Notes(5)		200,000		200,000		—		200,000		200,000		—
2030 Notes(6)		300,000		300,000		—		300,000		300,000		—
2028 Notes(7)		300,000		300,000		—		—		—		—
Total	$	5,406,000	$	3,301,860	$	2,103,527	$	5,310,000	$	2,887,425	$	2,421,963

(1)

As of December 31, 2025 and December 31, 2024, letters of credit of $613 and $613, were outstanding, which reduced the unused availability under the ING Facility by the same amount. Under the ING Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of December 31, 2025 and December 31, 2024, the Company had borrowings denominated in Euros (EUR) of 12,216 and 12,216. As of December 31, 2025 and December 31, 2024, the Company had borrowings denominated in Canadian dollars (CAD) of 5,800 and 2,800. As of December 31, 2025 and December 31, 2024, the Company had borrowings denominated in British Pound (GBP) of 2,200 and 2,200.

(2)

The carrying value of the Company’s Series A 2026 Notes and Series A 2028 Notes were presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $0 and $849, respectively, as of December 31, 2025 and $888 and $1,014, respectively, as of December 31, 2024.

(3)

The carrying value of the Company’s Series B 2026 Notes and Series B 2028 Notes were presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $255 and $773, respectively, as of December 31, 2025 and $655 and $1,055, respectively, as of December 31, 2024.

(4)

The carrying value of the Company’s Series C 2027 Notes and Series C 2029 Notes were presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $534 and $1,075, respectively, as of December 31, 2025 and $985 and $1,406, respectively, as of December 31, 2024.

(5)

The carrying value of the Company’s Series D 2027 Notes and Series D 2029 Notes were presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $610 and $1,651, respectively, as of December 31, 2025 and $993 and $2,110, respectively, as of December 31, 2024.

(6)

The carrying value of the Company’s 2030 Notes were presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $3,080, as of December 31, 2025 and $3,721 as of December 31, 2024.

(7)

The carrying value of the Company’s 2028 Notes were presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $3,488, as of December 31, 2025.

For further details, see Note 6 “Debt” to our consolidated financial statements included in this Report.

RECENT DEVELOPMENTS

January Issuances and Distribution Declarations

Pursuant to our continuous private offering, we issued approximately 972,536 Units for an aggregate offering price of $18.06 million effective January 1, 2026.

On January 26, 2026, our Board declared a regular distribution in the amount of $0.1250 per unit and payable on or around February 4, 2026 to unitholders of record as of January 31, 2026.

February Issuances and Distribution Declarations

Pursuant to our continuous private offering, we issued approximately 489,573 Units for an aggregate offering price of $9.06 million effective February 1, 2026.

On February 26, 2026, our Board declared a regular distribution in the amount of $0.1250 per unit and payable on or around March 4, 2026 to unitholders of record as of February 28, 2026.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting estimates including those relating to the valuation of our investment portfolio, should be read in connection with our consolidated financial statements in Part II, Item 8 of this Report, including Note 2 “Significant Accounting Policies.”

We consider the most significant accounting policies to be those related to our Investments, Revenue Recognition, Deferred Financing Costs and Debt Issuance Costs and Income Taxes. The valuation of investments is our most significant critical estimate. The most significant input is the discount rate used in yield analysis that is based on comparable market yields. Significant increases in the discount rates in isolation would result in a significantly lower fair value measurement. For a further discussion and disclosure of key inputs and considerations related to this estimate, refer to Note 5 “Fair Value Measurements” included in the notes to the consolidated financial statements in Part II, Item 8 of this Report.

RELATED PARTY TRANSACTIONS

We have entered into a number of business relationships with affiliated or related parties, including the following (which are defined in the notes to the accompanying consolidated financial statements if not defined herein):

•

the Investment Advisory Agreement;

•

the Administration Agreement;

•

the Placement Agent Agreement;

•

the MSDI Agreement; and

•

the Expense Support Agreement.

For further details, see Note 3 “Significant Agreements and Related Party Transactions” to our consolidated financial statements included in this Report.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including valuation risk, market risk and interest rate risk.

Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of portfolio companies. During periods of market dislocation, we will seek to invest prudently in the secondary loan market to provide our investors better risk adjusted returns while adhering to our core investment tenets. Most of our investments will not have a readily available market price. To ensure accurate valuations, our investments are valued at fair value in good faith by our Board of Directors, based on, among other things, the input of the Investment Adviser, including our Valuation Designee, our Audit Committee and independent third-party valuation firms engaged at the direction of our Board of Directors, or Valuation Designee, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each investment while employing a consistently applied valuation process for the investments we hold. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented, and such differences could be material.

Market Risk

The market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level, may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, international conflicts, trade policies and tariffs, government shutdowns, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on a company’s investments and net asset value and can lead to increased market volatility. See “Part I, Item 1A. Risk Factors—General Risk Factors—We are operating in a period of capital markets volatility and economic uncertainty. The conditions have materially and adversely affected debt and equity capital markets in the United States, and any future volatility or instability in capital markets may have a negative impact on our business and operations.” and “Part I, Item 1A. Risk Factors—General Risk Factors—Terrorist attacks, acts of war, natural disasters, outbreaks or pandemics may impact our portfolio companies and our Adviser and harm our business, operating results and financial condition” of this Report.

Interest Rate Risk

We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of December 31, 2025, approximately 99.9% of our debt investments were at floating rates. Based on our Consolidated Statements of Financial Condition as of December 31, 2025, the following table shows the annualized impact on net income of hypothetical reference rate changes in interest rates (considering interest rate floors and ceilings for floating rate debt instruments assuming no changes in our investments and borrowing structure as of December 31, 2025) (dollar amounts in thousands):


	Interest			Interest			Net
Basis Point Change - Interest Rates	Income			Expense(1)			Income
Up 300 basis points	$	192,605		$	(96,176	)	$	96,429
Up 200 basis points	$	128,404		$	(64,117	)	$	64,287
Up 100 basis points	$	64,202		$	(32,059	)	$	32,143
Up 25 basis points	$	16,050		$	(8,015	)	$	8,035
Down 25 basis points	$	(16,050	)	$	8,015		$	(8,035	)
Down 100 basis points	$	(64,202	)	$	32,059		$	(32,143	)
Down 200 basis points	$	(128,285	)	$	64,117		$	(64,168	)
Down 300 basis points	$	(188,169	)	$	96,176		$	(91,993	)

(1)

Includes the impact of our interest rate swaps as a result of interest rate changes.

We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts or our credit facilities, subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates or higher exchange rates with respect to our portfolio of investments with fixed interest rates or investments denominated in foreign currencies.

Item 8 Consolidated Financial Statements and Supplementary Data

Table of Contents


Report of Independent Registered Public Accounting Firm
Consolidated Statements of Financial Condition	83
Consolidated Statements of Operations	84
Consolidated Statements of Changes in Members’ Capital	85
Consolidated Statements of Cash Flows	86
Consolidated Schedules of Investments	87
Notes to the Consolidated Financial Statements	138

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the unitholders and the Board of Directors of North Haven Private Income Fund LLC

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying consolidated statements of financial condition of North Haven Private Income Fund LLC and subsidiaries (the "Company"), including the consolidated schedule of investments, as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in members’ capital and cash flows for each of the three years ended December 31, 2025, financial highlights for each of the four years ended December 31, 2025 and the period from March 4, 2021 (inception) to December 31, 2021, and the related notes (collectively referred to as the “financial statements and financial highlights”). In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations, changes in members’ capital and cash flows for each of the three years ended December 31, 2025, and financial highlights for each of the four years ended December 31, 2025 and the period from March 4, 2021 (inception) to December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of investments owned as of December 31, 2025 and 2024, by correspondence with the custodian, loan agents, and borrowers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Investments –Level 3 Fair Value Measurements (for first and second lien debt) — Refer to Notes 2 and 5 to the financial statements

Critical Audit Matter Description

The Company held first and second lien debt classified as Level 3 investments under accounting principles generally accepted in the United States of America. The valuation techniques used in estimating the fair value of these investments vary and certain significant inputs used were unobservable.

We identified the valuation of first and second lien debt Level 3 investments as a critical audit matter given the judgments involved in estimating fair value, including the selection of valuation approaches and development of unobservable inputs. This required a high degree of auditor judgment and extensive audit effort, including the need to involve fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to valuation techniques and unobservable inputs used by management to estimate the fair value of first and second lien debt Level 3 investments included the following, among others:

•

We tested the design and implementation over management’s valuation of first and second lien debt Level 3 investments, including those related to valuation techniques and significant unobservable inputs.

•

We evaluated the appropriateness of the valuation techniques used for first and second lien debt Level 3 investments and tested the related significant unobservable inputs by comparing these inputs to external sources or, as applicable, by comparing to independently developed estimates. For selected investments, we used the assistance of our fair value specialists.

•

For certain investments, we developed our own independent estimate of the fair value and compared our estimate to management’s estimate. For selected investments, we used the assistance of our fair value specialists.

•

We evaluated management’s ability to reasonably estimate fair value by comparing management’s historical estimates to subsequent transactions, taking into account changes in market or investment specific conditions, where applicable.

New York, NY

March 3, 2026

We have served as the Company's auditor since 2021.

North Haven Private Income Fund LLC

Consolidated Statements of Financial Condition

(In thousands, except unit and per unit amounts)


	As of
	December 31, 2025			December 31, 2024
Assets
Non-controlled/non-affiliated investments, at fair value (amortized cost of $6,591,112 and $6,103,560)	$	6,504,378		$	6,079,019
Non-controlled/affiliated investments, at fair value (amortized cost of $22,923 and $0)		20,956			—
Controlled/affiliated investments, at fair value (amortized cost of $85,438 and $0)		85,276			—
Total investments, at fair value (cost of $6,699,473 and $6,103,560)	$	6,610,610		$	6,079,019
Cash and cash equivalents (restricted cash of $11,510 and $1,650)		199,865			159,788
Investments in unaffiliated money market fund (cost of $38,403 and $58,216)		38,403			58,216
Deferred financing costs		33,878			35,183
Interest and dividend receivable from non-controlled/non-affiliated investments		48,793			58,637
Interest receivable from non-controlled/affiliated investments		391			—
Interest and dividend receivable from controlled/affiliated investments		1,174			—
Receivable for investments sold/repaid		29,048			15,465
Prepaid expenses and other assets		10,958			2,196
Total assets		6,973,120			6,408,504

Liabilities
Debt (net of unamortized debt issuance costs of $12,317 and $12,828)		3,290,766			2,861,892
Payable for investments purchased		24			47,887
Payable to affiliates (Note 3)		36			583
Distributions payable		28,448			26,178
Management fees payable		3,236			7,337
Subscriptions received in advance (Note 8)		18,060			51,728
Payable for units repurchased (Note 8)		181,587			55,792
Income based incentive fee payable		4,176			8,399
Interest and financing costs payable		54,291			53,852
Accrued expenses and other liabilities		12,668			23,670
Total liabilities		3,593,292			3,137,318

Commitments and contingencies (Note 7)

Members' Capital
Units, par value $0.001 per unit (182,049,066 and 172,510,464 units issued and outstanding)		182			173
Paid-in capital in excess of par value		3,505,645			3,321,472
Total distributable earnings (loss)		(125,999	)		(50,459	)
Total Members' Capital	$	3,379,828		$	3,271,186
Total liabilities and Members' Capital	$	6,973,120		$	6,408,504
Net asset value per unit	$	18.57		$	18.96

The accompanying notes are an integral part of these audited consolidated financial statements

North Haven Private Income Fund LLC

Consolidated Statements of Operations

(In thousands, except unit and per unit amounts)


	For the Year Ended
	December 31, 2025			December 31, 2024			December 31, 2023
Investment Income:
From non-controlled/non-affiliated investments:
Interest income	$	619,613		$	520,261		$	285,826
Payment-in-kind		19,306			14,580			4,622
Dividend income		5,565			4,814			3,758
Other income		9,953			12,673			8,564
From non-controlled/affiliated investments:
Interest income		677			—			—
Payment-in-kind income		1,042			—			—
Dividend income		200			—			—
Other income		35			—			—
From controlled/affiliated investments:
Dividend income		1,174			—			—
Total investment income		657,565			552,328			302,770
Expenses:
Interest and other financing expenses		246,365			171,312			75,673
Management fees		43,573			36,707			21,048
Income based incentive fees		47,038			42,148			25,206
Professional fees		9,598			9,303			4,291
Offering costs		—		—				18
Directors' fees		518			439			380
Administrative service fees		154			179			126
Servicing fees		28,831			24,961			14,313
General and other expenses		732			199			205
Total expenses		376,809			285,248			141,260
Expense support (Note 3)		(900	)		(2,700	)		—
Recoupment of expense support (Note 3)		—			400			—
Management fees waiver (Note 3)		(19,680	)		(2,750	)		—
Income based incentive fees waiver (Note 3)		(19,680	)		(6,350	)		(424	)
Net expenses		336,549			273,848			140,836
Net investment income before taxes		321,016			278,480			161,934
Excise tax expense		—			15			70
Net investment income after taxes		321,016			278,465			161,864
Realized and unrealized gain (loss):
Net realized gain (loss):
Non-controlled/non-affiliated investments		(16,349	)		(26,742	)		105
Foreign currency and other transactions		61			(7	)		1
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments		(64,340	)		8,426			43,906
Translation of assets and liabilities in foreign currencies		173			(171	)		42
Non-controlled/affiliated investments		(1,967	)		—			—
Controlled/affiliated investments		(162	)		—			—
Net realized and unrealized gain (loss)	$	(82,584	)	$	(18,494	)	$	44,054
Net increase (decrease) in members' capital resulting from operations	$	238,432		$	259,971		$	205,918
Earnings (loss) per unit (basic and diluted)	$	1.28		$	1.66		$	2.26
Weighted average units outstanding (basic and diluted)		186,941,307			156,537,151			91,230,657

The accompanying notes are an integral part of these audited consolidated financial statements

North Haven Private Income Fund LLC

Consolidated Statements of Changes in Members’ Capital

(In thousands, except unit and per unit amounts)


	For the Year Ended
	December 31, 2025			December 31, 2024			December 31, 2023
Members' Capital at beginning of period:	$	3,271,186		$	2,304,430		$	1,266,213
Increase (decrease) in members’ capital resulting from operations:
Net investment income (loss)		321,016			278,465			161,864
Net realized gain (loss)		(16,288	)		(26,749	)		106
Net change in unrealized appreciation (depreciation)		(66,296	)		8,255			43,948
Net increase (decrease) in members’ capital resulting from operations		238,432			259,971			205,918
Distributions to Unitholders from:
Distributable earnings		(312,944	)		(282,812	)		(161,416	)
Capital transactions:
Issuance of Units		461,922			1,003,740			1,021,895
Reinvestment of distributions		183,111			160,211			82,594
Repurchased Units		(461,879	)		(174,354	)		(110,774	)
Net increase in members' capital resulting from capital transactions		183,154			989,597			993,715
Total increase (decrease) in members' capital		108,642			966,756			1,038,217
Members' capital at end of period	$	3,379,828		$	3,271,186		$	2,304,430
Distributions per unit	$	1.67		$	1.81		$	1.77

The accompanying notes are an integral part of these audited consolidated financial statements

North Haven Private Income Fund LLC

Consolidated Statements of Cash Flows

(In thousands)


	For the Year Ended
	December 31, 2025			December 31, 2024			December 31, 2023
Cash flows from operating activities:
Net increase (decrease) in members' capital resulting from operations	$	238,432		$	259,971		$	205,918
Adjustments to reconcile net increase (decrease) in members' capital resulting from operations to net cash provided by (used in) operating activities:
Net change in unrealized (appreciation) depreciation on investments		66,469			(8,426	)		(43,906	)
Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies		(173	)		171			(42	)
Net unrealized (appreciation) depreciation on interest rate swap attributed to unsecured notes		3,132			882			(1,009	)
Net realized (gain) loss on investments		16,349			26,742			(105	)
Net realized (gain) loss on foreign currency and other transactions		(61	)		7			(1	)
Investments in unaffiliated money market fund, net		19,813			(58,216	)		—
Net accretion of discount and amortization of premium on investments		(25,236	)		(20,352	)		(8,909	)
Payment-in-kind interest and dividend capitalized		(25,718	)		(19,453	)		(7,987	)
Amortization of deferred financing costs		7,910			5,506			2,768
Amortization of debt issuance costs and original issuance discount on unsecured notes		5,199			3,220			1,184
Amortization of deferred offering costs		—			—			18
Purchases of investments and change in payable for investments purchased		(1,937,381	)		(2,623,841	)		(1,497,694	)
Proceeds from sale of investments and principal repayments and change in receivable for investments sold/repaid		1,314,314			894,845			338,192
Acquisition of SLIC, net of cash acquired (1)		—			(519,667	)		—
Changes in operating assets and liabilities:
(Increase) decrease in interest and dividend receivable from non-controlled/non-affiliated investments		9,844			(35,003	)		(9,326	)
(Increase) decrease in interest and dividend receivable from non-controlled/affiliated investments		(391	)		—			—
(Increase) decrease in interest and dividend receivable from controlled/affiliated investments		(1,174	)		—			—
(Increase) decrease in prepaid expenses and other assets		(4,834	)		14,678			348
(Decrease) increase in payable to affiliates		(547	)		(3,167	)		2,158
(Decrease) increase in management fees payable		(4,101	)		398			2,696
(Decrease) increase in incentive fees payable		(4,223	)		566			6,430
(Decrease) increase in interest payable		357			27,708			24,340
(Decrease) increase in accrued expenses and other liabilities		(1,422	)		(10,759	)		1,450
Net cash provided by (used in) operating activities		(323,442	)		(2,064,190	)		(983,477	)
Cash flows from financing activities:
Borrowings on debt	$	2,118,314		$	2,754,469		$	2,018,500
Repayments on debt		(1,709,000	)		(1,343,500	)		(1,828,500	)
Deferred financing costs paid		(6,522	)		(28,333	)		(8,223	)
Debt issuance costs paid		(3,996	)		(7,535	)		(9,563	)
Distributions paid		(127,563	)		(136,384	)		(70,181	)
Proceeds from issuance of Units		410,194			857,620			1,021,895
Subscriptions received in advance		18,060			51,728			109,816
Repurchases of Units		(336,085	)		(146,158	)		(103,406	)
Net cash provided by (used in) financing activities		363,402			2,001,907			1,130,338
Net increase (decrease) in cash, cash equivalents and restricted cash		39,960			(62,283	)		146,861
Effect of foreign exchange rate changes on cash		117			(173	)		5
Cash, cash equivalents and restricted cash, at beginning of period		159,788			222,244			75,378
Cash, cash equivalents and restricted cash, at end of period	$	199,865		$	159,788		$	222,244

Supplemental information and non-cash activities:
Excise tax paid	$	—		$	114		$	170
Interest expense paid	$	228,502		$	128,606		$	48,391
Distribution reinvestment paid	$	183,111		$	160,211		$	82,594
Accrued but unpaid distributions	$	28,448		$	26,178		$	18,455
Accrued but unpaid deferred financing costs	$	—		$	—		$	22
Accrued but unpaid repurchases of Units	$	181,587		$	55,792		$	27,596
Non-cash purchases of investments	$	(30,915	)	$	(36,164	)	$	—
Non-cash sales of investments	$	30,915		$	36,164		$	—
Debt assumed in purchase of reorganization (1)	$	—		$	558,073		$	—

(1)

On July 15, 2024, in connection with the acquisition of SL Investment Corporation, the Company acquired total assets of $1,158,037, inclusive of $1,101,382 of investments, $41,990 of cash and cash equivalents and $14,665 of other assets, net of $596,381 of assumed liabilities, inclusive of $558,073 debt assumed. See Note 12 “SLIC Acquisition.”

The accompanying notes are an integral part of these audited consolidated financial statements

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate & Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost (5)	Fair Value	Percentage of Net Assets
Debt Investments - non-controlled/non-affiliated
Aerospace & Defense
GB Eagle Buyer, Inc.	(6) (7) (11)	First Lien Debt	S +	4.50%	8.35%	11/29/2030	28,568	$28,289	$28,289	0.84%
GB Eagle Buyer, Inc.	(6) (10) (18)	First Lien Debt	S +	4.50%	8.35%	11/29/2030	—	(32)	(32)	0.00
GB Eagle Buyer, Inc.	(6) (11) (18)	First Lien Debt	S +	4.50%	8.35%	11/29/2030	—	(43)	(43)	0.00
Jonathan Acquisition Company	(6) (10)	First Lien Debt	S +	4.50%	8.34%	11/12/2029	3,700	3,646	3,646	0.11
Jonathan Acquisition Company	(6) (10) (18)	First Lien Debt	S +	4.50%	8.34%	05/11/2029	—	(7)	(7)	0.00
ManTech International CP	(6) (7) (8) (11)	First Lien Debt	S +	4.50%	8.29%	09/14/2029	33,001	32,733	33,001	0.98
ManTech International CP	(6) (11) (18)	First Lien Debt	S +	4.50%	8.29%	09/14/2029	—	—	—	0.00
ManTech International CP	(6) (11) (18)	First Lien Debt	P +	3.50%	10.25%	09/14/2028	—	(29)	—	0.00
Two Six Labs, LLC	(6) (8) (11)	First Lien Debt	S +	5.25%	9.22%	08/20/2027	26,614	26,412	26,604	0.79
Two Six Labs, LLC	(6) (11)	First Lien Debt	S +	5.25%	9.22%	08/20/2027	6,783	6,714	6,783	0.20
Two Six Labs, LLC	(6) (11) (18)	First Lien Debt	S +	5.25%	9.22%	08/20/2027	—	(7)	—	0.00
								97,676	98,241	2.92
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(6) (8) (9) (11)	First Lien Debt	S +	4.75%	8.57%	06/11/2027	48,482	48,174	48,239	1.43
RoadOne IntermodaLogistics	(6) (10)	First Lien Debt	S +	6.25%	9.95%	12/29/2028	1,256	1,235	1,206	0.04
RoadOne IntermodaLogistics	(6) (10)	First Lien Debt	S +	6.25%	9.95%	12/29/2028	115	113	111	0.00
RoadOne IntermodaLogistics	(6) (10) (18)	First Lien Debt	S +	6.25%	9.95%	12/29/2028	228	225	218	0.01
								49,747	49,774	1.48
Automobile Components
Continental Battery Company	(6) (7) (8) (10) (13) (14)	First Lien Debt	S +	7.00% PIK	11.29%	07/20/2028	12,945	11,731	5,480	0.16
LTI Holdings, Inc.		First Lien Debt	S +	3.75%	7.47%	07/29/2029	4,942	4,939	4,968	0.15
OEConnection, LLC	(6) (7) (11)	First Lien Debt	S +	4.50%	8.23%	12/23/2032	1,493	1,486	1,486	0.04
OEConnection, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.23%	12/23/2032	—	(2)	(2)	0.00
OEConnection, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.23%	12/23/2032	—	(1)	(1)	0.00
Randy's Holdings, Inc.	(6) (10)	First Lien Debt	S +	5.00%	8.71%	11/01/2029	14,088	13,882	13,947	0.41
Randy's Holdings, Inc.	(6) (10) (18)	First Lien Debt	S +	5.00%	8.71%	11/01/2029	3,724	3,634	3,664	0.11
Randy's Holdings, Inc.	(6) (10) (18)	First Lien Debt	S +	5.00%	8.71%	11/01/2029	-	(25)	(19)	0.00
Sonny's Enterprises, LLC	(6) (7) (8) (10)	First Lien Debt	S +	5.50%	9.52%	08/05/2028	52,215	51,805	50,742	1.50
Sonny's Enterprises, LLC	(6) (10)	First Lien Debt	S +	5.50%	9.52%	08/05/2028	5,957	5,888	5,789	0.17
Sonny's Enterprises, LLC	(6) (10) (18)	First Lien Debt	S +	5.50%	9.52%	08/05/2027	2,233	2,183	2,076	0.06
Spectrum Automotive Holdings Corp.	(6) (8) (11)	First Lien Debt	S +	5.25%	8.97%	06/29/2028	9,827	9,771	9,827	0.29
Spectrum Automotive Holdings Corp.	(6) (11)	First Lien Debt	S +	5.25%	8.97%	06/29/2028	5,131	5,082	5,131	0.15
Spectrum Automotive Holdings Corp.	(6) (11) (18)	First Lien Debt	S +	5.25%	8.97%	06/29/2027	—	(2)	—	0.00
								110,371	103,088	3.04
Automobiles
COP Collisionright Parent, LLC	(6) (8) (9) (10)	First Lien Debt	S +	4.75%	8.59%	01/29/2030	26,739	26,357	26,673	0.79
COP Collisionright Parent, LLC	(6) (10) (18)	First Lien Debt	S +	4.75%	8.59%	01/29/2030	19,299	18,983	19,237	0.57
COP Collisionright Parent, LLC	(6) (10) (18)	First Lien Debt	S +	4.75%	8.59%	01/29/2030	673	611	662	0.02
Drivecentric Holdings, LLC	(6) (8) (11)	First Lien Debt	S +	4.50%	8.19%	08/15/2031	38,816	38,479	38,816	1.15
Drivecentric Holdings, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.19%	08/15/2031	—	(39)	—	0.00
Drivecentric Holdings, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.19%	08/15/2031	—	(33)	—	0.00
LeadVenture, Inc.	(6) (8) (11)	First Lien Debt	S +	5.25%	8.92%	06/23/2032	9,383	9,250	9,383	0.28
LeadVenture, Inc.	(6) (11) (18)	First Lien Debt	S +	5.25%	8.92%	06/23/2032	590	573	590	0.02

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate & Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost (5)	Fair Value	Percentage of Net Assets
LeadVenture, Inc.	(6) (11) (18)	First Lien Debt	S +	5.25%	8.92%	06/23/2032	179	167	179	0.01
MajorDrive Holdings IV, LLC	(12)	First Lien Debt	S +	4.00%	7.93%	06/01/2028	2,938	2,941	2,659	0.08
Turbo Buyer, Inc.	(6) (8) (10)	First Lien Debt	S +	6.00%	9.82%	06/02/2026	15,812	15,637	15,812	0.47
Turbo Buyer, Inc.	(6) (10)	First Lien Debt	S +	6.00%	9.82%	06/02/2026	2,420	2,401	2,420	0.07
Vehlo Purchaser, LLC	(6) (8) (11)	First Lien Debt	S +	5.50%	9.22%	05/24/2028	2,015	2,003	2,015	0.06
Vehlo Purchaser, LLC	(6) (8) (11)	First Lien Debt	S +	5.50%	9.22%	05/24/2028	46,013	45,614	46,013	1.36
Vehlo Purchaser, LLC	(6) (11) (18)	First Lien Debt	S +	5.50%	9.22%	05/24/2028	—	(2)	—	0.00
								162,942	164,459	4.88
Banks
Computer Services, Inc.	(6) (7) (10)	First Lien Debt	S +	4.50%	8.17%	11/17/2031	9,033	8,989	8,989	0.27
Computer Services, Inc.	(6) (10) (18)	First Lien Debt	S +	4.50%	8.17%	11/17/2031	—	(10)	(10)	0.00
								8,979	8,979	0.27
Beverages
Vamos Bidco, Inc.	(6) (8) (12)	First Lien Debt	S +	4.75%	8.42%	01/30/2032	11,551	11,447	11,464	0.34
Vamos Bidco, Inc.	(6) (12) (18)	First Lien Debt	S +	4.75%	8.42%	01/30/2032	—	(21)	(36)	0.00
Vamos Bidco, Inc.	(6) (12) (18)	First Lien Debt	S +	4.75%	8.42%	01/30/2032	—	(13)	(11)	0.00
								11,413	11,417	0.34
Building Products
Project Potter Buyer, LLC	(6) (7) (10)	First Lien Debt	S +	5.25%	8.92%	04/23/2027	11,288	11,284	11,288	0.33
Project Potter Buyer, LLC	(6) (10) (18)	First Lien Debt	S +	5.25%	8.92%	04/23/2027	—	—	—	0.00
								11,284	11,288	0.33
Capital Markets
Orion Advisor Solutions, Inc.		First Lien Debt	S +	3.25%	7.11%	09/24/2030	3,960	3,986	3,983	0.12
Chemicals
Olympus Water US Holding Corporation	(12)	First Lien Debt	S +	3.00%	6.67%	06/20/2031	4,659	4,669	4,614	0.14
Tank Holding Corp.	(9) (11)	First Lien Debt	S +	6.00%	9.59%	03/31/2028	52,822	52,211	48,257	1.43
Tank Holding Corp.	(11)	First Lien Debt	S +	6.00%	9.59%	03/31/2028	5,950	5,838	5,434	0.16
Tank Holding Corp.	(11) (18)	First Lien Debt	S +	6.00%	9.59%	03/31/2028	—	(14)	(161)	0.00
V Global Holdings, LLC	(6) (7) (8) (11)	First Lien Debt	S +	6.25% (incl. 3.70% PIK)	9.27%	01/02/2029	15,772	15,593	14,523	0.43
V Global Holdings, LLC	(6) (11) (18)	First Lien Debt	S +	6.25% (incl. 3.70% PIK)	9.27%	01/02/2029	929	913	752	0.02
								79,210	73,419	2.18
Commercial Services & Supplies
365 Retail Markets, LLC	(6) (8) (10)	First Lien Debt	S +	4.50%	8.49%	12/26/2028	7,180	7,180	7,180	0.21
365 Retail Markets, LLC	(6) (8) (10)	First Lien Debt	S +	4.50%	8.49%	12/26/2028	2,304	2,304	2,304	0.07
Astra Service Partners, LLC	(6) (11)	First Lien Debt	S +	4.50%	8.34%	11/26/2032	4,500	4,466	4,466	0.13
Astra Service Partners, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.34%	11/26/2032	—	(5)	(5)	0.00
Atlas US Finco, Inc.	(6) (8) (10) (15)	First Lien Debt	S +	4.75%	8.61%	12/10/2029	28,821	28,692	28,821	0.85
Atlas US Finco, Inc.	(6) (7) (8) (10) (15)	First Lien Debt	S +	4.75%	8.61%	12/09/2029	36,099	35,522	36,099	1.07
Atlas US Finco, Inc.	(6) (10) (15) (18)	First Lien Debt	S +	4.75%	8.61%	12/09/2028	—	(32)	—	0.00
Belfor Holdings, Inc.	(12)	First Lien Debt	S +	2.75%	6.47%	11/01/2030	1,855	1,869	1,862	0.06
BPG Holdings IV Corp.	(6) (8) (9) (11)	First Lien Debt	S +	7.00% (incl. 5.00% PIK)	10.67%	07/30/2029	26,675	25,349	20,981	0.62
Consor Intermediate II, LLC	(6) (11)	First Lien Debt	S +	4.50%	8.17%	05/12/2031	7,911	7,855	7,902	0.23
Consor Intermediate II, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.17%	05/12/2031	—	(18)	(4)	0.00
Consor Intermediate II, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.17%	05/12/2031	283	272	281	0.01
CRCI Longhorn Holdings, Inc.	(6) (8) (11)	First Lien Debt	S +	4.75%	8.47%	08/27/2031	8,735	8,661	8,735	0.26

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate & Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost (5)	Fair Value	Percentage of Net Assets
CRCI Longhorn Holdings, Inc.	(6) (11) (18)	First Lien Debt	S +	4.75%	8.47%	08/27/2031	—	(9)	—	0.00
CRCI Longhorn Holdings, Inc.	(6) (11) (18)	First Lien Debt	S +	4.75%	8.47%	08/27/2031	—	(12)	—	0.00
Energy Labs Holdings Corp.	(6) (8) (10)	First Lien Debt	S +	5.00%	8.82%	04/07/2028	7,882	7,828	7,725	0.23
Energy Labs Holdings Corp.	(6) (10)	First Lien Debt	S +	5.00%	8.82%	04/07/2028	2,518	2,490	2,450	0.07
Energy Labs Holdings Corp.	(6) (10) (18)	First Lien Debt	S +	5.00%	8.82%	04/07/2028	575	562	537	0.02
EnergySolutions, LLC	(12)	First Lien Debt	S +	3.25%	6.97%	09/20/2030	4,943	4,965	4,972	0.15
Firebird Acquisition Corp, Inc.	(6) (11)	First Lien Debt	S +	5.00% (incl. 2.75% PIK)	8.84%	02/02/2032	6,045	6,019	6,045	0.18
Firebird Acquisition Corp, Inc.	(6) (11) (18)	First Lien Debt	S +	5.00% (incl. 2.75% PIK)	8.84%	02/02/2032	1,417	1,406	1,417	0.04
Firebird Acquisition Corp, Inc.	(6) (11) (18)	First Lien Debt	S +	5.00% (incl. 2.75% PIK)	8.84%	02/02/2032	—	(5)	—	0.00
FLS Holding, Inc.	(6) (7) (8) (10) (15)	First Lien Debt	S +	5.25%	9.07%	12/15/2028	23,531	22,648	20,054	0.59
FLS Holding, Inc.	(6) (8) (10) (15)	First Lien Debt	S +	5.25%	9.07%	12/15/2028	5,517	5,311	4,702	0.14
FLS Holding, Inc.	(6) (10) (15) (18)	First Lien Debt	S +	5.25%	9.07%	12/17/2027	2,247	2,180	1,910	0.06
Foundever Group	(6) (12)	First Lien Debt	S +	3.75%	7.76%	08/28/2028	4,799	4,808	1,872	0.06
Hercules Borrower, LLC	(6) (11)	First Lien Debt	S +	4.75%	8.42%	12/15/2028	25,900	25,754	25,641	0.76
Hercules Borrower, LLC	(6) (11)	First Lien Debt	C +	4.75%	7.01%	12/15/2028	C$ 2,993	2,083	2,161	0.06
HSI Halo Acquisition, Inc.	(6) (7) (11)	First Lien Debt	S +	5.00%	8.84%	06/30/2031	18,832	18,674	18,756	0.55
HSI Halo Acquisition, Inc.	(6) (11) (18)	First Lien Debt	S +	5.00%	8.84%	06/30/2031	2,262	2,237	2,244	0.07
HSI Halo Acquisition, Inc.	(6) (11) (18)	First Lien Debt	S +	5.00%	8.84%	06/28/2030	—	(23)	(12)	0.00
Iris Buyer, LLC	(6) (8) (10)	First Lien Debt	S +	5.25%	9.09%	10/02/2030	20,291	19,933	20,237	0.60
Iris Buyer, LLC	(6) (10)	First Lien Debt	S +	5.25%	9.09%	10/02/2030	1,865	1,835	1,860	0.06
Iris Buyer, LLC	(6) (10) (18)	First Lien Debt	S +	5.25%	9.09%	10/02/2029	—	(43)	(7)	0.00
LSF12 Crown US Commercial Bidco, LLC		First Lien Debt	S +	3.50%	7.37%	12/02/2031	2,915	2,927	2,930	0.09
Procure Acquireco, Inc. (Procure Analytics)	(6) (8) (11)	First Lien Debt	S +	4.75%	8.42%	12/20/2028	15,238	15,238	15,238	0.45
Procure Acquireco, Inc. (Procure Analytics)	(6) (11) (18)	First Lien Debt	S +	4.75%	8.42%	12/20/2028	926	922	926	0.03
Procure Acquireco, Inc. (Procure Analytics)	(6) (11) (18)	First Lien Debt	S +	4.75%	8.42%	12/20/2028	—	—	—	0.00
Railpros Parent, LLC	(6) (8) (11)	First Lien Debt	S +	4.25%	8.13%	05/24/2032	21,157	20,960	20,946	0.62
Railpros Parent, LLC	(6) (11) (18)	First Lien Debt	S +	4.25%	8.13%	05/24/2032	—	(30)	(65)	0.00
Railpros Parent, LLC	(6) (11) (18)	First Lien Debt	S +	4.25%	8.13%	05/24/2032	—	(30)	(33)	0.00
Routeware, Inc.	(6) (8) (10)	First Lien Debt	S +	5.25%	8.95%	09/18/2031	4,773	4,732	4,757	0.14
Routeware, Inc.	(6) (10) (18)	First Lien Debt	S +	5.25%	8.95%	09/18/2031	290	279	283	0.01
Routeware, Inc.	(6) (10) (18)	First Lien Debt	S +	5.25%	8.95%	09/18/2031	102	98	101	0.00
Sherlock Buyer Corp.	(6) (7) (8) (10)	First Lien Debt	S +	5.75%	9.42%	12/06/2030	24,845	24,774	24,061	0.71
Sherlock Buyer Corp.	(6) (10) (18)	First Lien Debt	S +	5.75%	9.42%	12/07/2029	—	(7)	(94)	0.00
Surewerx Purchaser III, Inc.	(6) (7) (8) (11) (15)	First Lien Debt	S +	5.25%	8.92%	12/28/2029	4,390	4,349	4,382	0.13
Surewerx Purchaser III, Inc.	(6) (11) (15)	First Lien Debt	C +	5.25%	7.51%	12/28/2029	C$ 2,591	1,872	1,887	0.06
Surewerx Purchaser III, Inc.	(6) (11) (15) (18)	First Lien Debt	S +	5.25%	8.92%	12/28/2029	—	(6)	(1)	0.00
Surewerx Purchaser III, Inc.	(6) (11) (15) (18)	First Lien Debt	S +	5.25%	8.92%	12/28/2028	—	(12)	(2)	0.00
Sweep Midco, LLC	(6) (8) (16)	Second Lien Debt			0.00%	03/12/2034	1,086	543	730	0.02
Sweep Midco, LLC	(6) (8) (16)	Second Lien Debt			0.00%	03/12/2036	3,156	—	—	0.00
Sweep Purchaser, LLC	(6) (8) (10)	First Lien Debt	S +	5.75% PIK	9.58%	06/30/2027	4,362	4,362	4,362	0.13
Sweep Purchaser, LLC	(6) (8) (10)	First Lien Debt	S +	5.75%	9.58%	06/30/2027	2,029	2,029	2,029	0.06
Sweep Purchaser, LLC	(6) (10) (18)	First Lien Debt	S +	5.75%	9.58%	06/30/2027	94	94	94	0.00
Tamarack Intermediate, LLC	(6) (8) (11)	First Lien Debt	S +	5.00%	8.90%	03/12/2029	25,541	25,278	25,476	0.75
Tamarack Intermediate, LLC	(6) (11) (18)	First Lien Debt	S +	5.00%	8.90%	03/12/2029	3,225	3,170	3,211	0.10
Tamarack Intermediate, LLC	(6) (11) (18)	First Lien Debt	S +	5.00%	8.90%	03/12/2029	—	(37)	(11)	0.00

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate & Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost (5)	Fair Value	Percentage of Net Assets
Tempo Acquisition, LLC	(12)	First Lien Debt	S +	1.75%	5.47%	08/31/2028	3,947	3,957	3,787	0.11
Transit Technologies, LLC	(6) (11)	First Lien Debt	S +	5.00%	8.59%	08/20/2031	15,254	15,121	15,225	0.45
Transit Technologies, LLC	(6) (11) (18)	First Lien Debt	S +	5.00%	8.59%	08/20/2031	1,515	1,487	1,509	0.04
Transit Technologies, LLC	(6) (11) (18)	First Lien Debt	S +	5.00%	8.59%	08/20/2030	—	(20)	—	0.00
Vensure Employer Services, Inc.	(6) (8) (12)	First Lien Debt	S +	5.00%	8.70%	09/29/2031	31,707	31,438	31,707	0.94
Vensure Employer Services, Inc.	(6) (12) (18)	First Lien Debt	S +	5.00%	8.70%	09/29/2031	—	(8)	—	0.00
VRC Companies, LLC	(6) (8) (11)	First Lien Debt	S +	5.50%	9.31%	06/29/2027	45,400	45,278	45,400	1.34
VRC Companies, LLC	(6) (10)	First Lien Debt	S +	5.50%	9.31%	06/29/2027	47,116	46,807	47,116	1.39
VRC Companies, LLC	(6) (10) (18)	First Lien Debt	S +	5.50%	9.31%	06/29/2027	—	—	—	0.00
								506,321	497,137	14.71
Construction & Engineering
Arcoro Holdings Corp.	(6) (10)	First Lien Debt	S +	5.50%	9.17%	03/28/2030	56,530	55,666	55,558	1.64
Arcoro Holdings Corp.	(6) (10) (18)	First Lien Debt	S +	5.50%	9.17%	03/28/2030	—	(122)	(148)	0.00
Artera Services, LLC		First Lien Debt	S +	4.50%	8.17%	02/15/2031	1,975	1,960	1,588	0.05
Crown Subsea Communications Holding, Inc.	(11)	First Lien Debt	S +	3.50%	7.22%	01/30/2031	3,980	4,011	4,006	0.12
KPSKY Acquisition, Inc.	(6) (7) (8) (11)	First Lien Debt	S +	5.50%	9.44%	10/19/2028	20,535	19,872	18,669	0.55
KPSKY Acquisition, Inc.	(6) (8) (11)	First Lien Debt	S +	5.50%	9.44%	10/19/2028	16,366	16,084	14,879	0.44
LJ Avalon Holdings, LLC	(6) (7) (10)	First Lien Debt	S +	4.50%	8.46%	02/01/2030	6,529	6,471	6,529	0.19
LJ Avalon Holdings, LLC	(6) (7) (10)	First Lien Debt	S +	4.50%	8.46%	02/01/2030	5,277	5,217	5,277	0.16
LJ Avalon Holdings, LLC	(6) (10) (18)	First Lien Debt	S +	4.50%	8.46%	02/01/2029	—	(10)	—	0.00
Superman Holdings, LLC	(6) (8) (11)	First Lien Debt	S +	4.50%	8.17%	08/29/2031	25,140	25,033	25,140	0.74
Superman Holdings, LLC	(6) (7) (11)	First Lien Debt	S +	4.50%	8.17%	08/29/2031	8,238	8,177	8,238	0.24
Superman Holdings, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.17%	08/29/2031	—	(15)	—	0.00
								142,344	139,736	4.13
Consumer Staples Distribution & Retail
PDI TA Holdings, Inc.	(6) (8) (11)	First Lien Debt	S +	5.50%	9.34%	02/03/2031	38,577	38,276	37,992	1.12
PDI TA Holdings, Inc.	(6) (11) (18)	First Lien Debt	S +	5.50%	9.34%	02/03/2031	2,359	2,336	2,311	0.07
								40,612	40,303	1.19
Containers & Packaging
Berlin Packaging, LLC		First Lien Debt	S +	3.25%	7.11%	06/07/2031	5,935	5,940	5,947	0.18
BP Purchaser, LLC	(6) (7) (8) (11)	First Lien Debt	S +	5.50%	9.48%	12/11/2028	34,033	32,910	26,605	0.79
Clydesdale Acquisition Holdings, Inc.	(12)	First Lien Debt	S +	3.18%	6.89%	04/13/2029	7,303	7,306	7,304	0.22
FORTIS Solutions Group, LLC	(6) (8) (11)	First Lien Debt	S +	5.50%	9.27%	10/13/2028	21,739	21,669	21,739	0.64
FORTIS Solutions Group, LLC	(6) (11)	First Lien Debt	S +	5.50%	9.27%	10/13/2028	2,835	2,820	2,835	0.08
FORTIS Solutions Group, LLC	(6) (11) (18)	First Lien Debt	S +	5.50%	9.27%	10/15/2027	525	521	525	0.02
Proampac PG Borrower, LLC	(11)	First Lien Debt	S +	4.00%	7.89%	09/15/2028	2,935	2,945	2,936	0.09
								74,111	67,891	2.01
Distributors
48Forty Solutions, LLC	(6) (8) (14)	First Lien Debt	S +	6.00%	10.48%	11/30/2029	47,378	46,014	19,425	0.57
48Forty Solutions, LLC	(6) (14) (18)	First Lien Debt	S +	6.00%	10.48%	11/30/2029	5,684	5,380	1,484	0.04
ABB Concise Optical Group, LLC	(6) (7) (11)	First Lien Debt	S +	7.50%	11.34%	02/23/2028	17,008	16,822	16,370	0.48
PT Intermediate Holdings III, LLC	(6) (7) (8) (11)	First Lien Debt	S +	5.00% (incl. 1.75% PIK)	8.67%	04/09/2030	55,126	54,663	55,126	1.63
PT Intermediate Holdings III, LLC	(6) (11) (18)	First Lien Debt	S +	5.00% (incl. 1.75% PIK)	8.67%	04/09/2030	—	(4)	—	0.00
								122,875	92,405	2.73
Diversified Consumer Services

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate & Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost (5)	Fair Value	Percentage of Net Assets
Any Hour, LLC	(6) (12)	First Lien Debt	S +	5.25%	8.92%	05/23/2030	11,684	11,546	11,162	0.33
Any Hour, LLC	(6) (12) (18)	First Lien Debt	S +	5.25%	8.92%	05/23/2030	331	310	176	0.01
Any Hour, LLC	(6) (12) (18)	First Lien Debt	S +	5.25%	8.92%	05/23/2030	1,455	1,436	1,377	0.04
Any Hour, LLC	(6)	Other Debt		13.00% PIK	13.00%	05/23/2031	3,627	3,577	3,444	0.10
Apex Service Partners, LLC	(6) (7) (8) (9) (10)	First Lien Debt	S +	5.00%	8.82%	10/24/2030	71,381	70,532	71,335	2.11
Apex Service Partners, LLC	(6) (10)	First Lien Debt	S +	5.00%	8.82%	10/24/2030	10,432	10,286	10,425	0.31
Apex Service Partners, LLC	(6) (10) (18)	First Lien Debt	S +	5.00%	8.82%	10/24/2029	1,381	1,327	1,377	0.04
Ascend Learning, LLC	(12)	First Lien Debt	S +	3.00%	6.72%	12/11/2028	7,301	7,276	7,318	0.22
Assembly Intermediate, LLC	(6) (8) (10)	First Lien Debt	S +	5.25%	8.92%	10/19/2027	8,055	7,830	8,055	0.24
Assembly Intermediate, LLC	(6) (10)	First Lien Debt	S +	5.25%	8.92%	10/19/2027	1,778	1,727	1,778	0.05
Assembly Intermediate, LLC	(6) (10) (18)	First Lien Debt	S +	5.25%	8.92%	10/19/2027	—	(23)	—	0.00
DA Blocker Corp.	(6) (9) (11) (15)	First Lien Debt	S +	4.75%	8.42%	02/10/2032	7,759	7,689	7,740	0.23
DA Blocker Corp.	(6) (11) (15) (18)	First Lien Debt	S +	4.75%	8.42%	02/10/2032	—	(10)	(6)	0.00
DA Blocker Corp.	(6) (11) (15) (18)	First Lien Debt	S +	4.75%	8.42%	02/10/2032	—	(7)	(2)	0.00
Eclipse Buyer, Inc.	(6) (8) (12)	First Lien Debt	S +	4.50%	8.25%	09/08/2031	8,362	8,290	8,362	0.25
Eclipse Buyer, Inc.	(6) (12) (18)	First Lien Debt	S +	4.50%	8.25%	09/08/2031	—	(6)	—	0.00
Eclipse Buyer, Inc.	(6) (12) (18)	First Lien Debt	S +	4.50%	8.25%	09/08/2031	—	(6)	—	0.00
Essential Services Holding Corporation	(6) (7) (11)	First Lien Debt	S +	5.00%	8.88%	06/17/2031	18,624	18,469	18,573	0.55
Essential Services Holding Corporation	(6) (11) (18)	First Lien Debt	S +	5.00%	8.88%	06/17/2031	—	(20)	(14)	0.00
Essential Services Holding Corporation	(6) (11) (18)	First Lien Debt	S +	5.00%	8.88%	06/17/2030	1,289	1,265	1,280	0.04
EVDR Purchaser, Inc.	(6) (11)	First Lien Debt	S +	4.50%	8.23%	02/14/2031	36,404	35,830	36,345	1.08
EVDR Purchaser, Inc.	(6) (11) (18)	First Lien Debt	S +	4.50%	8.23%	02/14/2031	—	(77)	(17)	0.00
EVDR Purchaser, Inc.	(6) (11) (18)	First Lien Debt	S +	4.50%	8.23%	02/14/2031	1,267	1,175	1,257	0.04
Express Wash Acquisition Company, LLC	(6) (8) (10)	First Lien Debt	S +	6.25%	10.18%	04/10/2031	5,667	5,510	5,610	0.17
Express Wash Acquisition Company, LLC	(6) (10) (18)	First Lien Debt	S +	6.25%	10.18%	04/10/2031	—	(10)	(3)	0.00
FPG Intermediate Holdco, LLC	(6) (10) (13)	First Lien Debt	S +	5.00% PIK	8.84%	07/02/2029	2,303	2,264	2,188	0.06
FPG Intermediate Holdco, LLC	(6) (10) (18)	First Lien Debt	S +	5.00% PIK	8.84%	07/02/2029	469	469	469	0.01
FPG Intermediate Holdco, LLC	(6) (10)	First Lien Debt	S +	5.00% PIK	8.84%	06/29/2029	317	317	317	0.01
GarageCo Intermediate II, LLC	(6) (7) (11)	First Lien Debt	S +	4.25%	8.10%	08/02/2032	3,434	3,402	3,400	0.10
GarageCo Intermediate II, LLC	(6) (11) (18)	First Lien Debt	S +	4.25%	8.10%	08/02/2032	—	(24)	(51)	0.00
GarageCo Intermediate II, LLC	(6) (11) (18)	First Lien Debt	S +	4.25%	8.10%	07/30/2032	—	(14)	(15)	0.00
Heartland Home Services	(6) (11)	First Lien Debt	S +	5.75%	9.52%	12/15/2026	22,872	22,771	22,329	0.66
Kodiak Buyer, LLC	(6) (9) (11)	First Lien Debt	S +	4.50%	8.17%	07/26/2032	9,206	9,118	9,206	0.27
Kodiak Buyer, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.17%	07/26/2032	—	(15)	—	0.00
Kodiak Buyer, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.17%	07/23/2032	—	(24)	—	0.00
KUEHG Corp.	(12)	First Lien Debt	S +	2.75%	6.42%	06/12/2030	7,288	7,312	7,059	0.21
LHS Borrower, LLC	(6) (7) (11)	First Lien Debt	S +	5.25%	8.97%	09/04/2031	12,901	12,716	12,708	0.38
LHS Borrower, LLC	(6) (11) (18)	First Lien Debt	P +	4.25%	11.00%	09/04/2031	118	104	104	0.00
Lightspeed Solution, LLC	(6) (8) (11)	First Lien Debt	S +	6.00%	9.72%	03/01/2028	23,202	23,047	23,051	0.68
Lightspeed Solution, LLC	(6) (11)	First Lien Debt	S +	6.00%	9.72%	03/01/2028	1,377	1,367	1,368	0.04
Project Accelerate Parent, LLC	(6) (11)	First Lien Debt	S +	5.25%	8.97%	02/24/2031	27,082	26,867	27,082	0.80
Project Accelerate Parent, LLC	(6) (11) (18)	First Lien Debt	S +	5.25%	8.97%	02/24/2031	—	(29)	—	0.00
Spring Education Group, Inc.		First Lien Debt	S +	3.25%	6.92%	10/04/2030	3,920	3,931	3,936	0.12
Vertex Service Partners, LLC	(6) (8) (9) (11)	First Lien Debt	S +	6.00% (incl. 4.25% PIK)	9.67%	11/08/2030	9,830	9,646	9,647	0.29
Vertex Service Partners, LLC	(6) (11) (18)	First Lien Debt	S +	6.00% (incl. 4.25% PIK)	9.67%	11/08/2030	12,939	12,691	12,653	0.37

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate & Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost (5)	Fair Value	Percentage of Net Assets
Vertex Service Partners, LLC	(6) (11) (18)	First Lien Debt	S +	6.00%	9.67%	11/08/2030	396	362	359	0.01
Wand NewCo 3, Inc.		First Lien Debt	S +	2.50%	6.22%	01/30/2031	7,084	7,088	7,088	0.21
								337,282	338,470	10.01
Electric Utilities
Kohler Energy Co, LLC		First Lien Debt	S +	3.75%	7.42%	05/01/2031	4,591	4,626	4,612	0.14
Electrical Equipment
Accel International Holdings, Inc.	(6) (8) (12)	First Lien Debt	S +	4.50%	8.22%	04/26/2032	24,507	24,393	24,507	0.73
Accel International Holdings, Inc.	(6) (12) (18)	First Lien Debt	S +	4.50%	8.22%	04/26/2032	—	(19)	—	0.00
Spark Buyer, LLC	(6) (8) (11)	First Lien Debt	S +	5.25%	9.13%	10/15/2031	5,259	5,191	4,865	0.14
Spark Buyer, LLC	(6) (11) (18)	First Lien Debt	S +	5.25%	9.13%	10/15/2031	—	(13)	(159)	0.00
Spark Buyer, LLC	(6) (11) (18)	First Lien Debt	S +	5.25%	9.13%	10/15/2031	361	348	281	0.01
								29,900	29,494	0.87
Electronic Equipment, Instruments & Components
Abracon Group Holdings, LLC	(6) (7) (8) (11)	First Lien Debt	S +	6.60% (incl. 4.60% PIK)	10.54%	07/06/2028	29,410	28,849	20,587	0.61
Abracon Group Holdings, LLC	(6) (11)	First Lien Debt	S +	6.60% (incl. 4.60% PIK)	10.54%	07/06/2028	1,967	1,933	1,377	0.04
Chamberlain Group, Inc.		First Lien Debt	S +	2.75%	6.47%	09/08/2032	6,790	6,785	6,800	0.20
Dwyer Instruments, Inc.	(6) (8) (9) (11)	First Lien Debt	S +	4.75%	8.42%	07/20/2029	53,918	53,345	53,648	1.59
Dwyer Instruments, Inc.	(6) (11)	First Lien Debt	S +	4.75%	8.42%	07/20/2029	21,335	21,059	21,227	0.63
Dwyer Instruments, Inc.	(6) (11) (18)	First Lien Debt	S +	4.75%	8.42%	07/20/2029	1,859	1,814	1,833	0.05
Infinite Bidco, LLC	(6) (9) (12)	First Lien Debt	S +	6.25%	10.14%	03/02/2028	9,069	9,004	9,068	0.27
Infinite Bidco, LLC	(8) (12)	Second Lien Debt	S +	7.00%	10.89%	03/02/2029	16,800	15,077	15,887	0.47
Magneto Components Buyco, LLC	(6) (7) (8) (9) (11)	First Lien Debt	S +	6.00%	9.67%	12/05/2030	48,373	47,713	48,373	1.43
Magneto Components Buyco, LLC	(6) (11) (18)	First Lien Debt	S +	6.00%	9.67%	12/05/2029	—	(95)	—	0.00
NDT Global Holding, Inc.	(6) (8) (12) (15)	First Lien Debt	S +	4.50%	8.22%	06/04/2032	32,319	32,016	31,996	0.95
NDT Global Holding, Inc.	(6) (12) (15) (18)	First Lien Debt	S +	4.50%	8.22%	06/04/2032	6,336	6,240	6,192	0.18
NDT Global Holding, Inc.	(6) (12) (15) (18)	First Lien Debt	S +	4.50%	8.22%	06/04/2032	—	(66)	(72)	0.00
NSI Holdings, Inc.	(6) (7) (11)	First Lien Debt	S +	4.50%	8.32%	11/17/2031	19,291	19,122	19,291	0.57
NSI Holdings, Inc.	(6) (11) (18)	First Lien Debt	S +	4.50%	8.32%	11/17/2031	—	(14)	—	0.00
NSI Holdings, Inc.	(6) (18)	First Lien Debt	P +	3.75%	10.50%	11/17/2031	—	(34)	—	0.00
Pamlico Avant Holdings, LP	(6) (7) (11)	First Lien Debt	S +	4.50%	8.17%	12/31/2032	12,112	11,991	11,991	0.35
Pamlico Avant Holdings, LP	(6) (11) (18)	First Lien Debt	S +	4.50%	8.17%	12/31/2032	164	147	147	0.00
								254,886	248,345	7.35
Financial Services
Applitools, Inc.	(6) (8) (11) (15)	First Lien Debt	S +	6.25% PIK	9.92%	05/25/2029	14,162	14,059	13,914	0.41
Applitools, Inc.	(6) (11) (15) (18)	First Lien Debt	S +	6.25%	9.92%	05/25/2028	—	(13)	(28)	0.00
BCTO Bluebill Midco, Inc.	(6) (8) (11)	First Lien Debt	S +	4.50%	8.34%	07/30/2032	21,333	21,130	21,120	0.62
BCTO Bluebill Midco, Inc.	(6) (11) (18)	First Lien Debt	S +	4.50%	8.34%	07/30/2032	—	(25)	(27)	0.00
Boost Newco Borrower, LLC		First Lien Debt	S +	2.00%	5.67%	01/31/2031	7,425	7,447	7,430	0.22
Cerity Partners, LLC	(6) (7) (8) (11)	First Lien Debt	S +	4.50%	8.20%	07/28/2031	14,839	14,719	14,802	0.44
Cerity Partners, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.20%	07/28/2031	—	(38)	(20)	0.00
Cerity Partners, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.20%	07/28/2031	182	176	179	0.01
Cliffwater, LLC	(6) (9) (11)	First Lien Debt	S +	4.75%	8.47%	04/22/2032	21,303	21,106	21,144	0.63
Cliffwater, LLC	(6) (11) (18)	First Lien Debt	S +	4.75%	8.47%	04/22/2032	—	(18)	(15)	0.00
GC Waves Holdings, Inc.	(6) (8) (11)	First Lien Debt	S +	4.50%	8.22%	10/04/2030	27,291	26,829	27,291	0.81
GC Waves Holdings, Inc.	(6) (11) (18)	First Lien Debt	S +	4.50%	8.22%	10/04/2030	20,090	19,596	20,087	0.59

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate & Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost (5)	Fair Value	Percentage of Net Assets
GC Waves Holdings, Inc.	(6) (11) (18)	First Lien Debt	S +	4.50%	8.22%	10/04/2030	—	(23)	—	0.00
MAI Capital Management Intermediate, LLC	(6) (8) (11)	First Lien Debt	S +	4.75%	8.42%	08/29/2031	4,620	4,581	4,574	0.14
MAI Capital Management Intermediate, LLC	(6) (11) (18)	First Lien Debt	S +	4.75%	8.42%	08/29/2031	3,916	3,876	3,867	0.11
MAI Capital Management Intermediate, LLC	(6) (11) (18)	First Lien Debt	S +	4.75%	8.42%	08/29/2031	225	215	213	0.01
PMA Parent Holdings, LLC	(6) (7) (8) (11)	First Lien Debt	S +	4.75%	8.42%	01/31/2031	4,913	4,855	4,864	0.14
PMA Parent Holdings, LLC	(6) (11) (18)	First Lien Debt	S +	4.75%	8.42%	01/31/2031	—	(4)	(4)	0.00
SitusAMC Holdings Corporation	(6) (7) (8) (11)	First Lien Debt	S +	5.50%	9.17%	05/14/2031	19,161	19,106	19,161	0.57
Smarsh, Inc.	(6) (8) (11)	First Lien Debt	S +	4.75%	8.42%	02/16/2029	11,250	11,187	11,250	0.33
Smarsh, Inc.	(6) (11) (18)	First Lien Debt	S +	4.75%	8.42%	02/16/2029	—	(3)	—	0.00
Smarsh, Inc.	(6) (11) (18)	First Lien Debt	S +	4.75%	8.42%	02/16/2029	621	612	621	0.02
Trintech, Inc.	(6) (7) (8) (10)	First Lien Debt	S +	5.50%	9.22%	07/25/2029	62,808	61,934	62,494	1.85
Trintech, Inc.	(6) (10) (18)	First Lien Debt	S +	5.50%	9.22%	07/25/2029	1,574	1,504	1,546	0.05
								232,808	234,463	6.94
Food Products
Familia Intermediate Holdings I Corp. (Teasdale Latin Foods)	(6) (14)	Other Debt		16.25% PIK	16.25%	06/18/2028	500	352	-	0.00
Teasdale Foods, Inc. (Teasdale Latin Foods)	(6) (8) (10) (14)	First Lien Debt	S +	7.65% (incl. 3.40% PIK)	12.11%	12/20/2027	3,643	3,583	2,699	0.08
								3,935	2,699	0.08
Ground Transportation
eShipping, LLC	(6) (11)	First Lien Debt	S +	4.50%	8.19%	12/23/2032	2,848	2,834	2,834	0.08
eShipping, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.19%	12/23/2032	—	(3)	(3)	0.00
eShipping, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.19%	12/23/2032	67	64	64	0.00
SV Newco 2, Inc.	(6) (11) (15)	First Lien Debt	S +	4.75%	8.42%	06/02/2031	34,980	34,548	34,932	1.03
SV Newco 2, Inc.	(6) (11) (15) (18)	First Lien Debt	S +	4.75%	8.42%	06/02/2031	16,365	16,152	16,342	0.48
SV Newco 2, Inc.	(6) (11) (15) (18)	First Lien Debt	S +	4.75%	8.42%	06/02/2031	—	(138)	(16)	0.00
								53,457	54,153	1.60
Health Care Equipment & Supplies
Journey Personal Care Corp.	(11)	First Lien Debt	S +	3.75%	7.47%	03/01/2028	4,914	4,876	4,890	0.14
Medline Borrower, LP	(12)	First Lien Debt	S +	1.75%	5.47%	10/23/2030	6,618	6,619	6,639	0.20
PerkinElmer U.S., LLC	(6) (10)	First Lien Debt	S +	4.75%	8.48%	03/13/2029	27,881	27,403	27,741	0.82
PerkinElmer U.S., LLC	(6) (10) (18)	First Lien Debt	S +	4.75%	8.48%	03/13/2029	—	(3)	(3)	0.00
Tidi Legacy Products, Inc.	(6) (8) (9) (10)	First Lien Debt	S +	4.50%	8.22%	12/19/2029	11,028	10,873	11,028	0.33
Tidi Legacy Products, Inc.	(6) (10)	First Lien Debt	S +	4.50%	8.22%	12/19/2029	2,954	2,905	2,954	0.09
Tidi Legacy Products, Inc.	(6) (10) (18)	First Lien Debt	S +	4.50%	8.22%	12/19/2029	—	(28)	—	0.00
YI, LLC	(6) (8) (9) (10)	First Lien Debt	S +	5.75%	9.49%	12/03/2029	17,530	17,282	17,530	0.52
YI, LLC	(6) (10) (18)	First Lien Debt	S +	5.75%	9.49%	12/03/2029	—	(36)	—	0.00
								69,891	70,779	2.09
Health Care Providers & Services
Advarra Holdings, Inc.	(6) (10)	First Lien Debt	S +	4.50%	8.22%	09/15/2031	14,931	14,718	14,857	0.44
Advarra Holdings, Inc.	(6) (11) (18)	First Lien Debt	S +	4.50%	8.22%	09/15/2031	—	(2)	(6)	0.00
CNT Holdings I Corp.	(11)	First Lien Debt	S +	2.25%	6.09%	11/08/2032	6,799	6,808	6,812	0.20
DCA Investment Holdings, LLC	(6) (8) (11) (14)	First Lien Debt	S +	6.50%	12.08%	04/03/2028	49,307	48,880	40,161	1.19
DCA Investment Holdings, LLC	(6) (8) (11) (14)	First Lien Debt	S +	6.50%	12.08%	04/03/2028	3,787	3,750	3,085	0.09
Electron BidCo, Inc.	(12)	First Lien Debt	S +	2.50%	6.22%	11/01/2028	6,808	6,813	6,840	0.20
Ensemble RCM, LLC		First Lien Debt	S +	3.00%	6.84%	08/01/2029	4,571	4,579	4,591	0.14
Gateway US Holdings, Inc.	(6) (7) (8) (11) (15)	First Lien Debt	S +	4.75%	8.42%	09/22/2028	11,869	11,824	11,810	0.35

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate & Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost (5)	Fair Value	Percentage of Net Assets
Gateway US Holdings, Inc.	(6) (11) (15) (18)	First Lien Debt	S +	4.75%	8.42%	09/22/2028	3,437	3,415	3,413	0.10
Gateway US Holdings, Inc.	(6) (11) (15) (18)	First Lien Debt	S +	4.75%	8.42%	09/22/2028	—	(2)	(2)	0.00
Heartland Veterinary Partners, LLC	(6) (7) (8) (10)	First Lien Debt	S +	4.75%	8.42%	06/12/2028	6,263	6,256	6,263	0.19
Heartland Veterinary Partners, LLC	(6) (8)	Second Lien Debt		14.50% (incl. 7.00% PIK)	14.50%	09/11/2028	813	809	813	0.02
Heartland Veterinary Partners, LLC	(6) (10) (18)	First Lien Debt	S +	4.75%	8.42%	06/12/2028	14,214	14,168	14,183	0.42
Heartland Veterinary Partners, LLC	(6) (10)	Second Lien Debt		14.50% (incl. 7.00% PIK)	14.50%	09/11/2028	316	315	316	0.01
Heartland Veterinary Partners, LLC	(6) (10) (18)	First Lien Debt	S +	4.75%	8.42%	06/12/2028	—	(1)	—	0.00
iCIMS, Inc.	(6) (11)	First Lien Debt	S +	5.75%	9.61%	08/18/2028	16,989	16,882	16,941	0.50
iCIMS, Inc.	(6) (11) (18)	First Lien Debt	S +	5.75%	9.61%	08/18/2028	166	164	162	0.00
Imagine 360, LLC	(6) (7) (11)	First Lien Debt	S +	4.75%	8.42%	10/02/2028	13,198	13,103	13,198	0.39
Imagine 360, LLC	(6) (11) (18)	First Lien Debt	S +	4.75%	8.42%	10/02/2028	—	(6)	—	0.00
Imagine 360, LLC	(6) (11) (18)	First Lien Debt	S +	4.75%	8.42%	10/02/2028	—	(8)	—	0.00
Intelerad Medical Systems Incorporated	(6) (10) (15)	First Lien Debt	S +	6.50%	10.49%	08/21/2026	9,324	9,261	9,208	0.27
Intelerad Medical Systems Incorporated	(6) (10) (15)	First Lien Debt	S +	6.50%	10.49%	08/21/2026	650	647	642	0.02
Invictus Buyer, LLC	(6) (11)	First Lien Debt	S +	4.50%	8.17%	06/03/2031	1,571	1,558	1,571	0.05
Invictus Buyer, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.17%	06/03/2031	—	(3)	—	0.00
Invictus Buyer, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.17%	06/03/2031	—	(2)	—	0.00
LSCS Holdings, Inc.		First Lien Debt	S +	4.50%	8.17%	03/04/2032	3,474	3,478	3,397	0.10
MED ParentCo, LP	(6)	First Lien Debt	S +	3.25%	6.97%	04/15/2031	2,978	2,991	2,983	0.09
Medical Solutions, LLC		First Lien Debt	S +	3.50%	7.44%	11/01/2028	5,299	5,296	3,709	0.11
Merative, LP	(6) (7) (11)	First Lien Debt	S +	4.50%	8.17%	09/30/2032	29,441	29,298	29,294	0.87
Merative, LP	(6) (11) (18)	First Lien Debt	S +	4.50%	8.17%	09/30/2032	—	(8)	(17)	0.00
Merative, LP	(6) (11) (18)	First Lien Debt	S +	4.50%	8.17%	09/30/2032	—	(14)	(15)	0.00
Midwest Physician Administrative Services, LLC	(11)	First Lien Debt	S +	3.00%	6.93%	03/12/2028	3,839	3,835	3,475	0.10
mPulse Mobile, Inc.	(6) (7) (11)	First Lien Debt	S +	4.75%	8.42%	08/26/2032	29,279	28,997	28,986	0.86
mPulse Mobile, Inc.	(6) (11) (18)	First Lien Debt	S +	4.75%	8.42%	08/26/2032	—	(13)	(28)	0.00
mPulse Mobile, Inc.	(6) (11) (18)	First Lien Debt	S +	4.75%	8.42%	08/26/2032	—	(40)	(42)	0.00
Pacific Dental Services, LLC		First Lien Debt	S +	2.50%	6.24%	03/15/2031	2,948	2,956	2,957	0.09
Pareto Health Intermediate Holdings, Inc.	(6) (9) (10)	First Lien Debt	S +	4.75%	8.35%	06/03/2030	69,811	68,834	69,811	2.07
Pareto Health Intermediate Holdings, Inc.	(6) (10) (18)	First Lien Debt	S +	4.75%	8.35%	06/01/2029	—	(112)	—	0.00
PPV Intermediate Holdings, LLC	(6) (9) (11)	First Lien Debt	S +	5.75%	9.57%	08/31/2029	27,429	26,742	27,361	0.81
PPV Intermediate Holdings, LLC	(6) (11)	First Lien Debt	S +	6.00%	9.57%	08/31/2029	19,242	19,135	19,194	0.57
Promptcare Infusion Buyer, Inc.	(6) (8) (10)	First Lien Debt	S +	6.00%	9.95%	09/01/2027	3,770	3,759	3,770	0.11
Promptcare Infusion Buyer, Inc.	(6) (10)	First Lien Debt	S +	6.00%	9.95%	09/01/2027	587	586	587	0.02
Raven Acquisition Holdings, LLC	(15)	First Lien Debt	S +	3.00%	6.72%	11/19/2031	4,632	4,611	4,645	0.14
Raven Acquisition Holdings, LLC	(15) (18)	First Lien Debt	S +	3.00%	6.72%	11/19/2031	—	(1)	1	0.00
Stepping Stones Healthcare Services, LLC	(6) (8) (11)	First Lien Debt	S +	5.00%	8.67%	01/02/2029	8,422	8,390	8,422	0.25
Stepping Stones Healthcare Services, LLC	(6) (10) (18)	First Lien Debt	S +	5.00%	8.67%	01/02/2029	2,569	2,547	2,569	0.08
Stepping Stones Healthcare Services, LLC	(6) (18)	First Lien Debt	P +	4.00%	10.75%	12/30/2026	750	748	750	0.02
Suveto Buyer, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.22%	09/09/2027	5,280	5,194	5,275	0.16
Suveto Buyer, LLC	(6) (18)	First Lien Debt	P +	3.50%	10.25%	09/09/2027	28	19	27	0.00
TA Polaris Buyer, Inc.	(6) (7) (12)	First Lien Debt	S +	4.50%	8.23%	12/13/2032	10,378	10,327	10,327	0.31
TA Polaris Buyer, Inc.	(6) (12) (18)	First Lien Debt	S +	4.50%	8.23%	12/13/2032	—	(11)	(11)	0.00
TA Polaris Buyer, Inc.	(6) (12) (18)	First Lien Debt	S +	4.50%	8.23%	12/13/2032	—	(6)	(6)	0.00
Tivity Health, Inc.	(6) (7) (11)	First Lien Debt	S +	5.00%	8.72%	06/28/2029	17,816	17,702	17,816	0.53

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate & Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost (5)	Fair Value	Percentage of Net Assets
Vardiman Black Holdings, LLC	(6) (7) (8) (12)	First Lien Debt	S +	7.00% PIK	10.77%	03/18/2027	16,746	16,746	13,815	0.41
Vardiman Black Holdings, LLC	(6) (12) (13) (18)	First Lien Debt	S +	7.00% PIK	10.77%	03/18/2027	1,893	1,871	1,707	0.05
								427,783	415,617	12.30
Health Care Technology
Athenahealth, Inc.	(12)	First Lien Debt	S +	2.75%	6.47%	02/15/2029	7,286	7,270	7,293	0.22
Hyland Software, Inc.	(6) (7) (8) (11)	First Lien Debt	S +	5.00%	8.67%	09/19/2030	76,482	75,708	76,482	2.26
Hyland Software, Inc.	(6) (11) (18)	First Lien Debt	S +	5.00%	8.67%	09/19/2029	—	(31)	—	0.00
Imprivata, Inc.	(12)	First Lien Debt	S +	3.00%	6.67%	12/01/2027	6,372	6,371	6,391	0.19
Lightspeed Buyer, Inc.	(6) (8) (10)	First Lien Debt	S +	4.75%	8.42%	02/03/2027	9,996	9,982	9,996	0.30
Lightspeed Buyer, Inc.	(6) (10)	First Lien Debt	S +	4.75%	8.42%	02/03/2027	649	646	649	0.02
Lightspeed Buyer, Inc.	(6) (10) (18)	First Lien Debt	S +	4.75%	8.42%	02/03/2027	—	(2)	—	0.00
MedAssets Software Intermediate Holdings, Inc.		First Lien Debt	S +	4.00%	7.77%	12/15/2028	6,114	6,114	4,779	0.14
Press Ganey Holdings, Inc.		First Lien Debt	S +	3.00%	6.72%	04/30/2031	2,970	2,967	2,974	0.09
Project Ruby Ultimate Parent Corp.		First Lien Debt	S +	2.75%	6.58%	03/10/2028	5,308	5,307	5,320	0.16
Symplr Software, Inc.	(11)	First Lien Debt	S +	4.50%	8.44%	12/22/2027	4,798	4,803	4,062	0.12
								119,135	117,946	3.49
Household Durables
Madison Safety & Flow, LLC		First Lien Debt	S +	2.50%	6.23%	09/26/2031	4,144	4,153	4,169	0.12
Independent Power and Renewable Electricity Producers
Lightning Power, LLC		First Lien Debt	S +	2.25%	5.97%	08/18/2031	6,930	6,938	6,959	0.21
Industrial Conglomerates
Aptean, Inc.	(6) (8) (9) (11)	First Lien Debt	S +	4.75%	8.57%	01/30/2031	76,823	76,251	76,727	2.27
Aptean, Inc.	(6) (11) (18)	First Lien Debt	S +	4.75%	8.57%	01/30/2031	—	(3)	(1)	0.00
Aptean, Inc.	(6) (11) (18)	First Lien Debt	P +	3.75%	10.50%	01/30/2031	1,722	1,679	1,714	0.05
Excelitas Technologies Corp.	(6) (8) (9) (11)	First Lien Debt	S +	5.25%	8.97%	08/13/2029	30,707	30,343	30,553	0.90
Excelitas Technologies Corp.	(6) (11)	First Lien Debt	E +	5.25%	7.15%	08/13/2029	€5,560	5,687	6,497	0.19
Excelitas Technologies Corp.	(6) (11) (18)	First Lien Debt	S +	5.25%	8.97%	08/13/2029	—	(62)	(60)	0.00
Excelitas Technologies Corp.	(6) (11) (18)	First Lien Debt	S +	5.25%	8.97%	08/14/2028	—	(27)	(15)	0.00
Raptor Merger Sub Debt, LLC	(6) (7) (8) (11)	First Lien Debt	S +	5.50%	9.17%	04/01/2029	45,116	44,562	45,116	1.33
Raptor Merger Sub Debt, LLC	(6) (11) (18)	First Lien Debt	S +	5.50%	9.17%	04/01/2029	582	541	582	0.02
								158,971	161,113	4.77
Insurance Services
Acrisure, LLC		First Lien Debt	S +	3.00%	6.72%	11/06/2030	4,950	4,938	4,941	0.15
Alliant Holdings Intermediate, LLC		First Lien Debt	S +	2.50%	6.22%	09/19/2031	7,086	7,093	7,100	0.21
Amerilife Holdings, LLC	(6) (7) (8) (11)	First Lien Debt	S +	5.00%	8.79%	08/31/2029	30,687	30,442	30,457	0.90
Amerilife Holdings, LLC	(6) (11) (18)	First Lien Debt	S +	5.00%	8.79%	08/31/2029	3,461	3,437	3,394	0.10
Amerilife Holdings, LLC	(6) (11) (18)	First Lien Debt	S +	5.00%	8.79%	08/31/2028	450	439	429	0.01
Broadstreet Partners, Inc.		First Lien Debt	S +	2.75%	6.47%	06/13/2031	7,429	7,414	7,450	0.22
Fetch Insurance Services, LLC	(6) (10)	Other Debt		12.75% (incl. 3.75% PIK)	12.75%	10/31/2027	3,223	3,184	3,223	0.10
Foundation Risk Partners Corp.	(6) (7) (11)	First Lien Debt	S +	4.75%	8.42%	10/29/2030	34,618	34,354	34,618	1.02
Foundation Risk Partners Corp.	(6) (8) (11)	First Lien Debt	S +	4.75%	8.42%	10/29/2030	19,129	18,936	19,129	0.57
Foundation Risk Partners Corp.	(6) (11) (18)	First Lien Debt	S +	4.75%	8.42%	10/29/2029	1,071	1,055	1,071	0.03
Galway Borrower, LLC	(6) (7) (8) (9) (11)	First Lien Debt	S +	4.50%	8.17%	09/29/2028	50,967	50,418	50,967	1.51
Galway Borrower, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.17%	09/29/2028	17,430	17,220	17,430	0.52
Galway Borrower, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.17%	09/29/2028	588	559	588	0.02

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate & Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost (5)	Fair Value	Percentage of Net Assets
Higginbotham Insurance Agency, Inc.	(6) (7) (8) (10)	First Lien Debt	S +	4.50%	8.22%	06/11/2031	36,606	36,440	36,606	1.08
Higginbotham Insurance Agency, Inc.	(6) (10) (18)	First Lien Debt	S +	4.50%	8.22%	06/11/2031	—	(46)	(8)	0.00
High Street Buyer, Inc.	(6) (8) (11)	First Lien Debt	S +	4.50%	8.17%	04/14/2028	4,152	4,150	4,142	0.12
High Street Buyer, Inc.	(6) (8) (11)	First Lien Debt	S +	4.50%	8.17%	04/14/2028	58,710	58,172	58,564	1.73
High Street Buyer, Inc.	(6) (11) (18)	First Lien Debt	S +	4.50%	8.17%	04/16/2027	—	—	(2)	0.00
HUB International Limited	(11)	First Lien Debt	S +	2.25%	6.12%	06/20/2030	4,200	4,204	4,220	0.12
Inszone Mid, LLC	(6) (8) (9) (10)	First Lien Debt	S +	5.25%	8.92%	11/30/2029	13,699	13,503	13,664	0.40
Inszone Mid, LLC	(6) (10) (18)	First Lien Debt	S +	5.25%	8.92%	11/30/2029	28,350	27,960	28,255	0.84
Inszone Mid, LLC	(6) (10) (18)	First Lien Debt	S +	5.25%	8.92%	11/30/2029	—	(44)	(9)	0.00
Integrity Marketing Acquisition, LLC	(6) (7) (8) (9) (11)	First Lien Debt	S +	5.00%	8.82%	08/25/2028	111,184	111,184	111,184	3.29
Integrity Marketing Acquisition, LLC	(6) (11) (18)	First Lien Debt	S +	5.00%	8.82%	08/25/2028	—	—	—	0.00
Iris Specialty Acquisiton, LLC	(6) (7) (12)	First Lien Debt	S +	4.50%	8.17%	11/22/2032	29,415	29,270	29,270	0.87
Iris Specialty Acquisiton, LLC	(6) (12) (18)	First Lien Debt	S +	4.50%	8.17%	11/22/2032	—	(12)	(12)	0.00
Iris Specialty Acquisiton, LLC	(6) (12) (18)	First Lien Debt	S +	4.50%	8.17%	11/22/2032	—	(21)	(21)	0.00
Long Term Care Group, Inc.	(6) (7) (8) (11) (13)	First Lien Debt	S +	6.00%	10.13%	09/08/2027	14,651	14,383	13,406	0.40
One, Inc. Software Corporation	(6) (11)	First Lien Debt	S +	4.50%	8.17%	12/06/2032	5,027	4,977	4,977	0.15
One, Inc. Software Corporation	(6) (11) (18)	First Lien Debt	S +	4.50%	8.17%	12/06/2032	—	(5)	(5)	0.00
One, Inc. Software Corporation	(6) (11) (18)	First Lien Debt	S +	4.50%	8.17%	12/06/2032	—	(4)	(4)	0.00
Patriot Growth Insurance Services, LLC	(6) (7) (8) (11)	First Lien Debt	S +	5.00%	8.82%	10/16/2028	19,321	19,209	19,321	0.57
Patriot Growth Insurance Services, LLC	(6) (11)	First Lien Debt	S +	5.00%	8.82%	10/14/2028	17,600	17,415	17,600	0.52
Patriot Growth Insurance Services, LLC	(6) (11) (18)	First Lien Debt	S +	5.00%	8.82%	10/16/2028	—	(3)	—	0.00
Truist Insurance Holdings, LLC		First Lien Debt	S +	2.75%	6.42%	05/06/2031	5,000	4,986	5,002	0.15
USI, Inc.		First Lien Debt	S +	2.25%	5.92%	09/29/2030	2,940	2,947	2,944	0.09
USI, Inc.		First Lien Debt	S +	2.25%	5.92%	11/21/2029	1,960	1,964	1,964	0.06
World Insurance Associates, LLC	(6) (7) (8) (9) (10)	First Lien Debt	S +	5.00%	8.67%	04/03/2030	100,043	98,898	100,043	2.96
World Insurance Associates, LLC	(6) (10) (18)	First Lien Debt	S +	5.00%	8.67%	04/03/2030	—	(12)	—	0.00
								629,004	631,898	18.70
Interactive Media & Services
Arches Buyer, Inc.	(12)	First Lien Debt	S +	3.25%	7.07%	12/06/2027	2,399	2,396	2,402	0.07
FMG Suite Holdings, LLC	(6) (7) (11)	First Lien Debt	S +	4.75%	8.57%	09/09/2032	18,011	17,837	17,831	0.53
FMG Suite Holdings, LLC	(6) (18)	First Lien Debt	S +	4.75%	8.57%	09/09/2032	—	(23)	(49)	0.00
FMG Suite Holdings, LLC	(6) (18)	First Lien Debt	S +	4.75%	8.57%	09/09/2032	—	(28)	(29)	0.00
Spectrio, LLC	(6) (8) (10)	First Lien Debt	S +	6.00%	9.82%	12/09/2026	11,549	11,312	9,415	0.28
Spectrio, LLC	(6) (8) (10)	First Lien Debt	S +	6.00%	9.82%	12/09/2026	4,628	4,532	3,773	0.11
Spectrio, LLC	(6) (10)	First Lien Debt	S +	6.00%	9.82%	12/09/2026	1,377	1,351	1,123	0.03
Triple Lift, Inc.	(6) (7) (11)	First Lien Debt	S +	5.75%	9.59%	05/05/2028	16,031	15,466	15,041	0.45
Triple Lift, Inc.	(6) (11) (18)	First Lien Debt	S +	5.75%	9.59%	05/05/2028	—	(73)	(106)	0.00
								52,770	49,401	1.46
IT Services
Apollo Acquisition, Inc.	(6) (8) (11)	First Lien Debt	S +	5.00%	8.72%	12/30/2031	25,594	25,363	25,594	0.76
Apollo Acquisition, Inc.	(6) (11) (18)	First Lien Debt	S +	5.00%	8.72%	12/30/2031	75	26	75	0.00
Apollo Acquisition, Inc.	(6) (11) (18)	First Lien Debt	S +	5.00%	8.72%	12/30/2030	—	(34)	—	0.00
Asurion, LLC		First Lien Debt	S +	4.25%	7.97%	09/19/2030	7,269	7,257	7,265	0.21
Catalis Intermediate, Inc.	(6) (7) (8) (11)	First Lien Debt	S +	5.50%	9.32%	08/04/2027	23,137	22,787	22,847	0.68
Catalis Intermediate, Inc.	(6) (8) (11)	First Lien Debt	S +	5.50%	9.32%	08/04/2027	5,206	5,130	5,141	0.15

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate & Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost (5)	Fair Value	Percentage of Net Assets
Catalis Intermediate, Inc.	(6) (11) (18)	First Lien Debt	S +	5.50%	9.32%	08/04/2027	322	286	289	0.01
Cyber US Bidco, LLC	(6) (11)	First Lien Debt	S +	5.00%	8.67%	12/30/2032	4,064	4,024	4,024	0.12
Cyber US Bidco, LLC	(6) (11) (18)	First Lien Debt	S +	5.00%	8.67%	12/30/2032	—	(4)	(4)	0.00
Cyber US Bidco, LLC	(6) (11) (15) (18)	First Lien Debt	S +	5.00%	8.67%	12/30/2032	—	(3)	(3)	0.00
Endure Digital, Inc.	(6) (11)	First Lien Debt	S +	3.50%	7.40%	04/30/2029	5,191	5,152	4,162	0.12
Endure Digital, Inc.	(10)	First Lien Debt	S +	3.50%	7.40%	02/10/2028	161	160	129	0.00
Gainwell Acquisition Corp.	(11)	First Lien Debt	S +	4.00%	7.77%	10/01/2027	6,717	6,727	6,588	0.19
GI DI Cornfield Acquisition, LLC	(6) (7)	First Lien Debt	S +	4.50%	8.32%	03/09/2028	31,687	31,394	31,687	0.94
GI DI Cornfield Acquisition, LLC	(6) (7)	First Lien Debt	S +	4.50%	8.32%	03/09/2028	16,333	16,262	16,333	0.48
Idera, Inc.	(6) (8) (11)	Second Lien Debt	S +	6.75%	10.75%	03/02/2029	355	355	331	0.01
Redwood Services Group, LLC	(6) (8) (9) (11)	First Lien Debt	S +	5.25%	8.93%	06/15/2029	50,023	49,497	49,773	1.47
Redwood Services Group, LLC	(6) (11)	First Lien Debt	S +	5.25%	8.93%	06/15/2029	38,546	38,100	38,341	1.13
Ridge Trail US Bidco, Inc.	(6) (8) (11) (15)	First Lien Debt	S +	4.50%	8.10%	09/30/2031	48,491	47,864	48,491	1.43
Ridge Trail US Bidco, Inc.	(6) (11) (15) (18)	First Lien Debt	S +	4.50%	8.10%	09/30/2031	—	(104)	—	0.00
Ridge Trail US Bidco, Inc.	(6) (11) (15) (18)	First Lien Debt	S +	4.50%	8.10%	03/31/2031	1,520	1,452	1,520	0.04
Sedgwick Claims Management Services, Inc.		First Lien Debt	S +	2.50%	6.22%	07/31/2031	7,373	7,394	7,394	0.22
Syntax Systems, Ltd.	(6) (8) (11) (15)	First Lien Debt	S +	5.00%	8.82%	10/27/2028	18,401	18,341	18,290	0.54
Thrive Buyer, Inc. (Thrive Networks)	(6) (8) (11)	First Lien Debt	S +	4.50%	8.12%	02/02/2032	43,971	43,575	43,641	1.29
Thrive Buyer, Inc. (Thrive Networks)	(6) (11) (18)	First Lien Debt	S +	4.50%	8.12%	02/02/2032	10,094	9,979	9,979	0.30
Thrive Buyer, Inc. (Thrive Networks)	(6) (11) (18)	First Lien Debt	S +	4.50%	8.12%	02/02/2032	918	868	875	0.03
UpStack, Inc.	(6) (8) (11)	First Lien Debt	S +	5.00%	9.04%	08/25/2031	5,525	5,478	5,484	0.16
UpStack, Inc.	(6) (11) (18)	First Lien Debt	S +	5.00%	9.04%	08/25/2031	778	766	762	0.02
UpStack, Inc.	(6) (11) (18)	First Lien Debt	S +	5.00%	9.04%	08/25/2031	213	206	206	0.01
Victors Purchaser, LLC	(6) (9) (12)	First Lien Debt	S +	4.50%	8.19%	12/23/2032	14,081	13,975	14,075	0.42
Victors Purchaser, LLC	(6) (12) (18)	First Lien Debt	S +	4.50%	8.19%	12/23/2032	—	(9)	—	0.00
Victors Purchaser, LLC	(6) (12) (18)	First Lien Debt	S +	4.50%	8.19%	12/23/2032	160	148	160	0.00
Virtusa Corporation	(11)	First Lien Debt	S +	3.25%	6.97%	02/15/2029	4,950	4,960	4,957	0.15
								367,372	368,406	10.90
Leisure Products
Recess Holdings, Inc.	(10)	First Lien Debt	S +	3.75%	7.62%	02/20/2030	6,423	6,463	6,458	0.19
Life Sciences Tools & Services
Model N, Inc.	(6) (7) (11)	First Lien Debt	S +	4.75%	8.42%	06/27/2031	19,648	19,484	19,648	0.58
Model N, Inc.	(6) (11) (18)	First Lien Debt	S +	4.75%	8.42%	06/27/2031	—	(21)	—	0.00
Model N, Inc.	(6) (11) (18)	First Lien Debt	S +	4.75%	8.42%	06/27/2031	—	(23)	—	0.00
Parexel International Corporation	(12)	First Lien Debt	S +	2.75%	6.47%	12/12/2031	6,495	6,502	6,513	0.19
								25,942	26,161	0.77
Machinery
AI Aqua Merger Sub, Inc.	(12)	First Lien Debt	S +	3.00%	6.86%	07/31/2028	7,337	7,341	7,351	0.22
Answer Acquisition, LLC	(6) (8) (10)	First Lien Debt	S +	6.00%	9.82%	06/30/2028	38,535	38,338	34,766	1.03
Answer Acquisition, LLC	(6) (10) (18)	First Lien Debt	S +	6.00%	9.82%	06/30/2028	1,050	1,037	708	0.02
Chase Intermediate, LLC	(6) (11) (18)	First Lien Debt	S +	4.75%	8.59%	10/30/2028	19,635	19,383	19,422	0.57
Chase Intermediate, LLC	(6) (11) (18)	First Lien Debt	S +	4.75%	8.59%	10/30/2028	369	359	361	0.01
Conair Holdings, LLC	(12)	First Lien Debt	S +	3.75%	7.58%	05/17/2028	3,840	3,841	1,968	0.06
CPM Holdings, Inc.	(12)	First Lien Debt	S +	4.50%	8.34%	09/28/2028	4,949	4,877	4,919	0.15
Filtration Group Corporation	(12)	First Lien Debt	S +	2.75%	6.47%	10/21/2028	7,020	7,034	7,053	0.21

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate & Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost (5)	Fair Value	Percentage of Net Assets
Icebox Holdco III, Inc.	(12)	First Lien Debt	S +	3.25%	6.92%	12/22/2031	5,375	5,394	5,415	0.16
Madison IAQ, LLC	(12)	First Lien Debt	S +	2.50%	6.70%	06/21/2028	4,812	4,809	4,832	0.14
MHE Intermediate Holdings, LLC	(6) (8) (10)	First Lien Debt	S +	6.00%	9.99%	07/21/2027	7,792	7,776	7,792	0.23
MHE Intermediate Holdings, LLC	(6) (8) (10)	First Lien Debt	S +	6.00%	9.99%	07/21/2027	6,363	6,329	6,363	0.19
MHE Intermediate Holdings, LLC	(6) (10) (18)	First Lien Debt	S +	6.00%	9.99%	07/21/2027	429	429	429	0.01
Roper Industrial Products Investment Company, LLC	(12)	First Lien Debt	S +	2.75%	6.42%	11/22/2029	3,930	3,945	3,951	0.12
TK Elevator US Newco, Inc.	(12)	First Lien Debt	S +	2.75%	6.95%	04/30/2030	7,274	7,294	7,315	0.22
								118,186	112,645	3.33
Media
Aragorn Parent Corporation		First Lien Debt	S +	3.50%	7.22%	12/15/2028	5,770	5,762	5,803	0.17
Multi-Utilities
AWP Group Holdings, Inc.	(6) (7) (8) (10)	First Lien Debt	S +	4.50%	8.22%	12/23/2030	43,001	42,023	43,001	1.27
AWP Group Holdings, Inc.	(6) (10) (18)	First Lien Debt	S +	4.50%	8.22%	12/23/2030	4,539	4,460	4,539	0.13
AWP Group Holdings, Inc.	(6) (10) (18)	First Lien Debt	S +	4.50%	8.22%	12/23/2030	2,203	2,165	2,203	0.07
Vessco Midco Holdings, LLC	(6) (11)	First Lien Debt	S +	4.50%	8.49%	07/24/2031	37,150	36,850	36,980	1.09
Vessco Midco Holdings, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.49%	07/24/2031	9,351	9,256	9,293	0.27
Vessco Midco Holdings, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.49%	07/24/2031	—	(30)	(17)	0.00
								94,724	95,999	2.84
Pharmaceuticals
Caerus US 1, Inc.	(6) (8) (9) (11) (15)	First Lien Debt	S +	5.00%	8.67%	05/25/2029	40,395	39,876	40,333	1.19
Caerus US 1, Inc.	(6) (11) (15)	First Lien Debt	S +	5.00%	8.67%	05/25/2029	5,912	5,830	5,903	0.17
Caerus US 1, Inc.	(6) (11) (15) (18)	First Lien Debt	S +	5.00%	8.67%	05/25/2029	3,443	3,394	3,437	0.10
Real Chemistry Intermediate III, Inc.	(6) (9) (12)	First Lien Debt	S +	4.50%	8.17%	04/12/2032	19,125	19,037	19,029	0.56
Real Chemistry Intermediate III, Inc.	(6) (12) (18)	First Lien Debt	S +	4.50%	8.17%	04/12/2032	4,633	4,602	4,590	0.14
Real Chemistry Intermediate III, Inc.	(6) (12) (18)	First Lien Debt	S +	4.50%	8.17%	04/12/2032	—	(19)	(21)	0.00
Specialty Pharma III, Inc.	(6) (12)	First Lien Debt	P +	4.75%	11.50%	12/23/2032	3,706	3,687	3,687	0.11
Specialty Pharma III, Inc.	(6) (18)	First Lien Debt	P +	4.75%	11.50%	12/23/2032	—	(2)	(2)	0.00
								76,405	76,956	2.28
Professional Services
Abacus Data Holdings, Inc. (AbacusNext)	(6) (8) (10)	First Lien Debt	S +	6.00%	10.29%	03/10/2027	1,395	1,366	1,395	0.04
Abacus Data Holdings, Inc. (AbacusNext)	(6) (18)	First Lien Debt	S +	6.00%	10.29%	03/10/2027	—	(12)	—	0.00
Accordion Partners, LLC	(6) (11)	First Lien Debt	S +	5.00%	8.70%	11/17/2031	56,873	56,398	56,863	1.68
Accordion Partners, LLC	(6) (11) (18)	First Lien Debt	S +	5.00%	8.70%	11/17/2031	8,864	8,783	8,857	0.26
Accordion Partners, LLC	(6) (11) (18)	First Lien Debt	S +	5.00%	8.70%	11/17/2031	—	(52)	—	0.00
Ascend Partner Services, LLC	(6) (11)	First Lien Debt	S +	4.50%	8.54%	08/11/2031	1,293	1,282	1,280	0.04
Ascend Partner Services, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.54%	08/11/2031	2,370	2,347	2,342	0.07
Ascend Partner Services, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.54%	08/11/2031	—	(4)	(4)	0.00
Bridgepointe Technologies, LLC	(6) (10)	First Lien Debt	S +	5.00%	8.67%	12/31/2027	18,479	18,219	18,479	0.55
Bridgepointe Technologies, LLC	(6) (10) (18)	First Lien Debt	S +	5.00%	8.67%	12/31/2027	21,190	20,902	21,190	0.63
Bullhorn, Inc.	(6) (8) (10)	First Lien Debt	S +	5.00%	8.72%	10/01/2029	3,429	3,410	3,429	0.10
Bullhorn, Inc.	(6) (10) (18)	First Lien Debt	S +	5.00%	8.72%	10/01/2029	4,371	4,355	4,371	0.13
Bullhorn, Inc.	(6) (10) (18)	First Lien Debt	S +	5.00%	8.72%	10/01/2029	53	52	53	0.00
Carr, Riggs and Ingram Capital, LLC	(6) (8) (12)	First Lien Debt	S +	4.25%	7.92%	11/18/2031	14,553	14,425	14,516	0.43
Carr, Riggs and Ingram Capital, LLC	(6) (12) (18)	First Lien Debt	S +	4.25%	7.92%	11/18/2031	1,993	1,958	1,975	0.06
Carr, Riggs and Ingram Capital, LLC	(6) (12) (18)	First Lien Debt	S +	4.25%	7.92%	11/18/2031	—	(29)	(8)	0.00

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate & Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost (5)	Fair Value	Percentage of Net Assets
ComPsych Investment Corp.	(6) (7) (11)	First Lien Debt	S +	4.75%	8.61%	07/22/2031	15,312	15,247	15,312	0.45
ComPsych Investment Corp.	(6) (11) (18)	First Lien Debt	S +	4.75%	8.61%	07/22/2031	—	(9)	—	0.00
CoreLogic, Inc.	(12)	First Lien Debt	S +	3.50%	7.33%	06/02/2028	4,936	4,927	4,934	0.15
Deerfield Dakota Holding, LLC	(6) (11)	First Lien Debt	S +	5.75% (incl. 2.75% PIK)	9.42%	09/13/2032	46,109	45,668	45,715	1.35
Deerfield Dakota Holding, LLC	(6) (11) (18)	First Lien Debt	S +	5.75% (incl. 2.75% PIK)	9.42%	09/13/2032	—	(41)	(37)	0.00
EAB Global, Inc.		First Lien Debt	S +	3.00%	6.72%	08/16/2030	3,920	3,919	3,463	0.10
Employbridge Holding Company		First Lien Debt	S +	4.75%	8.68%	01/19/2030	2,269	1,362	408	0.01
GPS Merger Sub, LLC	(6) (7) (10)	First Lien Debt	S +	5.25%	8.97%	10/02/2029	22,579	22,328	22,377	0.66
GPS Merger Sub, LLC	(6) (10) (18)	First Lien Debt	S +	5.25%	8.97%	10/02/2029	—	(21)	(32)	0.00
GPS Merger Sub, LLC	(6) (10) (18)	First Lien Debt	S +	5.25%	8.97%	10/02/2029	—	(47)	(41)	0.00
IG Investment Holdings, LLC	(6) (7) (11)	First Lien Debt	S +	5.00%	8.84%	09/22/2028	32,930	32,688	32,930	0.97
IG Investment Holdings, LLC	(6) (11) (18)	First Lien Debt	S +	5.00%	8.84%	09/22/2028	—	(26)	—	0.00
IQN Holding Corp.	(6) (7) (11)	First Lien Debt	S +	5.75% (incl. 3.125% PIK)	9.42%	05/02/2029	12,125	12,059	12,125	0.36
IQN Holding Corp.	(6) (11)	First Lien Debt	S +	5.75% (incl. 3.125% PIK)	9.42%	05/02/2029	3,966	3,926	3,966	0.12
IQN Holding Corp.	(6) (11) (18)	First Lien Debt	S +	5.75% (incl. 3.125% PIK)	9.42%	05/02/2028	626	622	626	0.02
KENG Acquisition, Inc.	(6) (7) (8) (10)	First Lien Debt	S +	4.50%	8.34%	08/01/2029	10,924	10,744	10,869	0.32
KENG Acquisition, Inc.	(6) (10)	First Lien Debt	S +	4.50%	8.34%	08/01/2029	10,264	10,089	10,213	0.30
KENG Acquisition, Inc.	(6) (10) (18)	First Lien Debt	S +	4.50%	8.34%	08/01/2029	—	(49)	(20)	0.00
Mermaid Bidco, Inc.		First Lien Debt	S +	3.25%	7.15%	07/03/2031	3,960	3,973	3,970	0.12
Tidal Waste & Recycling Holdings, LLC		First Lien Debt	S +	2.75%	6.42%	10/24/2031	1,985	1,991	1,997	0.06
UHY Advisors, Inc.	(6) (9) (11)	First Lien Debt	S +	4.75%	8.57%	11/21/2031	7,669	7,602	7,669	0.23
UHY Advisors, Inc.	(6) (11) (18)	First Lien Debt	S +	4.75%	8.57%	11/21/2031	922	885	922	0.03
UHY Advisors, Inc.	(6) (11) (18)	First Lien Debt	S +	4.75%	8.57%	11/21/2031	591	574	591	0.02
Verdantas, LLC	(6) (12)	First Lien Debt	S +	4.75%	8.42%	05/06/2031	32,758	32,356	32,758	0.97
Verdantas, LLC	(6) (10)	First Lien Debt	S +	4.75%	8.42%	05/06/2031	3,887	3,826	3,887	0.12
Verdantas, LLC	(6) (11) (18)	First Lien Debt	S +	4.75%	8.42%	05/06/2030	1,132	1,094	1,132	0.03
WIPFLI Advisory, LLC	(6) (11)	First Lien Debt	S +	4.50%	8.49%	10/01/2032	7,083	7,049	7,049	0.21
WIPFLI Advisory, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.49%	10/01/2032	—	(6)	(6)	0.00
WIPFLI Advisory, LLC	(6) (11) (18)	First Lien Debt	S +	4.50%	8.49%	10/01/2032	—	(9)	(9)	0.00
								356,121	357,506	10.58
Real Estate Management & Development
Associations, Inc.	(6) (10)	First Lien Debt	S +	6.50%	10.66%	07/03/2028	10,784	10,776	10,784	0.32
Associations, Inc.	(6) (10) (18)	First Lien Debt	S +	6.50%	10.66%	07/03/2028	361	361	361	0.01
Associations, Inc.	(6) (10) (18)	First Lien Debt	S +	6.50%	10.66%	07/03/2028	—	—	—	0.00
Inhabitiq, Inc.	(6) (8) (11)	First Lien Debt	S +	4.50%	8.22%	01/12/2032	17,138	17,061	17,138	0.51
Inhabitiq, Inc.	(6) (11) (18)	First Lien Debt	S +	4.50%	8.22%	01/12/2032	—	(10)	—	0.00
Inhabitiq, Inc.	(6) (11) (18)	First Lien Debt	S +	4.50%	8.22%	01/12/2032	—	(13)	—	0.00
MRI Software, LLC	(6) (8) (10)	First Lien Debt	S +	4.75%	8.42%	02/10/2028	68,062	67,952	67,883	2.01
MRI Software, LLC	(6) (10)	First Lien Debt	S +	4.75%	8.42%	02/10/2028	7,461	7,411	7,441	0.22
MRI Software, LLC	(6) (10) (18)	First Lien Debt	S +	4.75%	8.42%	02/10/2028	1,096	1,081	1,082	0.03
Pritchard Industries, LLC	(6) (8) (11)	First Lien Debt	S +	5.75%	9.57%	10/13/2027	10,611	10,517	10,292	0.30
Pritchard Industries, LLC	(6) (11)	First Lien Debt	S +	5.75%	9.57%	10/13/2027	2,537	2,515	2,461	0.07
Zarya Intermediate, LLC	(6) (10) (15)	First Lien Debt	S +	6.50%	10.32%	07/01/2027	38,477	38,454	38,477	1.14
Zarya Intermediate, LLC	(6) (10) (15) (18)	First Lien Debt	S +	6.50%	10.32%	07/01/2027	—	—	—	0.00
								156,105	155,919	4.61

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate & Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost (5)	Fair Value	Percentage of Net Assets
Software
Alert Media, Inc.	(6) (10)	First Lien Debt	S +	6.25% (incl. 5.25% PIK)	9.92%	04/12/2027	32,699	32,389	32,488	0.96
Alert Media, Inc.	(6) (10) (18)	First Lien Debt	S +	6.25% (incl. 5.25% PIK)	9.92%	04/12/2027	—	(25)	(25)	0.00
Anaplan, Inc.	(6) (8) (9) (11)	First Lien Debt	S +	4.50%	8.32%	06/21/2029	79,968	79,251	79,968	2.37
Appfire Technologies, LLC	(6) (8) (10)	First Lien Debt	S +	4.75%	8.42%	03/09/2028	13,330	13,302	13,330	0.39
Appfire Technologies, LLC	(6) (10) (18)	First Lien Debt	S +	4.75%	8.42%	03/09/2028	187	181	187	0.01
Appfire Technologies, LLC	(6) (10) (18)	First Lien Debt	S +	4.75%	8.42%	03/09/2028	134	130	134	0.00
Applied Systems, Inc.		First Lien Debt	S +	2.50%	6.17%	02/24/2031	3,940	3,956	3,961	0.12
Apryse Software Corp.	(6) (7) (8) (12)	First Lien Debt	S +	4.75%	8.44%	06/28/2032	47,559	47,109	47,185	1.40
Apryse Software Corp.	(6) (12) (18)	First Lien Debt	S +	4.75%	8.44%	06/28/2032	—	(37)	(31)	0.00
Archduke Buyer, Inc.	(6) (12)	First Lien Debt	S +	5.50%	9.27%	12/03/2032	3,776	3,739	3,739	0.11
Archduke Buyer, Inc.	(6) (12) (18)	First Lien Debt	S +	5.50%	9.27%	12/03/2032	—	(3)	(3)	0.00
Artifact Bidco, Inc.	(6) (12)	First Lien Debt	S +	4.25%	7.82%	07/28/2031	21,837	21,654	21,837	0.65
Artifact Bidco, Inc.	(6) (18)	First Lien Debt	S +	4.25%	7.82%	07/28/2031	—	(21)	—	0.00
Artifact Bidco, Inc.	(6) (12) (18)	First Lien Debt	S +	4.25%	7.82%	07/26/2030	—	(29)	—	0.00
Astra Acquisition Corp.	(14)	First Lien Debt	S +	5.25%	0.00%	02/25/2028	844	759	165	0.00
Astra Acquisition Corp.	(14)	First Lien Debt	S +	5.25%	0.00%	10/25/2028	1,185	676	—	0.00
AuditBoard, Inc.	(6) (7) (11)	First Lien Debt	S +	4.50%	8.17%	07/14/2031	34,200	33,913	33,957	1.00
AuditBoard, Inc.	(6) (8) (11)	First Lien Debt	S +	4.50%	8.17%	07/14/2031	16,286	16,141	16,170	0.48
AuditBoard, Inc.	(6) (11) (18)	First Lien Debt	S +	4.50%	8.17%	07/14/2031	—	(51)	(46)	0.00
Banyan Software Holdings, LLC	(6) (8) (10)	First Lien Debt	S +	5.50%	9.22%	01/02/2031	30,207	29,944	30,207	0.89
Banyan Software Holdings, LLC	(6) (10) (18)	First Lien Debt	S +	5.50%	9.22%	01/02/2031	22,886	22,643	22,838	0.68
Banyan Software Holdings, LLC	(6) (10) (18)	First Lien Debt	S +	5.50%	9.22%	01/02/2031	—	(27)	—	0.00
Bottomline Technologies, Inc.	(6) (7) (11)	First Lien Debt	S +	4.50%	8.17%	05/14/2029	23,525	23,255	23,525	0.70
Bottomline Technologies, Inc.	(6) (11) (18)	First Lien Debt	S +	4.50%	8.17%	05/15/2028	—	(14)	—	0.00
CLEO Communications Holding, LLC	(6) (8) (10)	First Lien Debt	S +	5.50%	9.32%	06/09/2027	16,015	15,949	16,015	0.47
CLEO Communications Holding, LLC	(6) (10) (18)	First Lien Debt	S +	5.50%	9.32%	06/09/2027	—	(21)	—	0.00
Cloudera, Inc.	(12)	First Lien Debt	S +	3.75%	7.57%	10/08/2028	7,360	7,322	7,010	0.21
Clover Holdings 2, LLC		First Lien Debt	S +	4.00%	7.77%	12/09/2031	5,970	5,967	5,964	0.18
Coupa Holdings, LLC	(6) (8) (9) (11)	First Lien Debt	S +	5.25%	9.09%	02/27/2030	20,712	20,363	20,712	0.61
Coupa Holdings, LLC	(6) (11) (18)	First Lien Debt	S +	5.25%	9.09%	02/27/2030	—	(6)	—	0.00
Coupa Holdings, LLC	(6) (11) (18)	First Lien Debt	S +	5.25%	9.09%	02/27/2029	—	(8)	—	0.00
Cyara AcquisitionCo, LLC	(6) (10)	First Lien Debt	S +	5.75%	9.42%	06/28/2029	63,071	62,048	63,071	1.87
Cyara AcquisitionCo, LLC	(6) (10) (18)	First Lien Debt	S +	5.75%	9.42%	06/28/2029	—	(61)	—	0.00
Diligent Corporation	(6) (11)	First Lien Debt	S +	5.00%	8.82%	08/02/2030	73,157	72,726	73,105	2.16
Diligent Corporation	(6) (11) (18)	First Lien Debt	S +	5.00%	8.82%	08/02/2030	—	(59)	(7)	0.00
Diligent Corporation	(6) (11) (18)	First Lien Debt	S +	5.00%	8.82%	08/02/2030	1,677	1,638	1,672	0.05
Dragon Buyer, Inc.		First Lien Debt	S +	2.75%	6.42%	09/30/2031	4,950	4,952	4,950	0.15
E-Discovery AcquireCo, LLC	(6) (8) (10)	First Lien Debt	S +	6.25%	10.07%	08/29/2029	36,747	36,171	36,724	1.09
E-Discovery AcquireCo, LLC	(6) (10) (18)	First Lien Debt	S +	6.25%	10.07%	08/29/2029	2,322	2,267	2,320	0.07
ECI Macola Max Holding, LLC	(11)	First Lien Debt	S +	2.75%	6.42%	05/09/2030	4,801	4,806	4,821	0.14
Emburse, Inc.	(6) (9) (11)	First Lien Debt	S +	4.25%	7.92%	05/28/2032	22,105	22,054	22,050	0.65
Emburse, Inc.	(6) (11) (18)	First Lien Debt	S +	4.25%	7.92%	05/28/2032	—	(5)	(10)	0.00
Emburse, Inc.	(6) (11) (18)	First Lien Debt	S +	4.25%	7.92%	05/28/2032	—	(9)	(10)	0.00
Epicor Software Corporation	(11)	First Lien Debt	S +	2.50%	6.22%	05/30/2031	5,123	5,126	5,136	0.15

100

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate & Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost (5)	Fair Value	Percentage of Net Assets
Espresso Bidco, Inc.	(6) (8) (11)	First Lien Debt	S +	5.75% (incl. 3.13% PIK)	9.42%	03/25/2032	27,444	27,076	27,033	0.80
Espresso Bidco, Inc.	(6) (11) (18)	First Lien Debt	S +	5.75% (incl. 3.13% PIK)	9.42%	03/25/2032	—	(49)	(111)	0.00
Espresso Bidco, Inc.	(6) (11) (18)	First Lien Debt	S +	5.75% (incl. 3.13% PIK)	9.42%	03/25/2032	—	(44)	(49)	0.00
Everbridge Holdings, LLC	(6) (7) (11)	First Lien Debt	S +	5.00%	8.98%	07/02/2031	55,297	55,066	55,297	1.64
Everbridge Holdings, LLC	(6) (11) (18)	First Lien Debt	S +	5.00%	8.98%	07/02/2031	6,508	6,460	6,508	0.19
Everbridge Holdings, LLC	(6) (11) (18)	First Lien Debt	S +	5.00%	8.98%	07/02/2031	—	(26)	—	0.00
Formstack Acquisition, Co.	(6) (10)	First Lien Debt	S +	5.50%	9.17%	03/28/2030	52,596	52,004	52,222	1.55
Formstack Acquisition, Co.	(6) (10) (18)	First Lien Debt	S +	5.50%	9.17%	03/28/2030	5,163	5,016	5,013	0.15
Formstack Acquisition, Co.	(6) (10) (18)	First Lien Debt	S +	5.50%	9.17%	03/28/2030	1,703	1,592	1,627	0.05
Fullsteam Operations, LLC	(6) (7) (11)	First Lien Debt	S +	5.25%	9.12%	08/08/2031	38,077	37,716	37,679	1.11
Fullsteam Operations, LLC	(6) (11) (18)	First Lien Debt	S +	5.25%	9.12%	08/08/2031	—	(59)	(133)	0.00
Fullsteam Operations, LLC	(6) (11) (18)	First Lien Debt	S +	5.25%	9.12%	08/08/2031	—	(39)	(44)	0.00
Granicus, Inc.	(6) (8) (9) (11)	First Lien Debt	S +	5.50% (incl. 2.00% PIK)	9.34%	01/17/2031	63,538	63,082	63,538	1.88
Granicus, Inc.	(6) (11) (18)	First Lien Debt	S +	5.50% (incl. 2.00% PIK)	9.34%	01/17/2031	13,765	13,689	13,765	0.41
Granicus, Inc.	(6) (18)	First Lien Debt	P +	4.25%	11.00%	01/17/2031	—	(61)	—	0.00
GS AcquisitionCo, Inc.	(6) (8) (10)	First Lien Debt	S +	5.25%	8.92%	05/25/2028	61,899	61,760	61,899	1.83
GS AcquisitionCo, Inc.	(6) (11) (18)	First Lien Debt	S +	5.25%	8.92%	05/25/2028	1,441	1,433	1,441	0.04
GS AcquisitionCo, Inc.	(6) (10) (18)	First Lien Debt	S +	5.25%	8.92%	05/25/2028	1,969	1,956	1,969	0.06
Hootsuite, Inc.	(6) (15)	First Lien Debt	S +	5.50%	9.23%	05/22/2030	18,617	18,397	18,384	0.54
Hootsuite, Inc.	(6) (15) (18)	First Lien Debt	S +	5.50%	9.23%	05/22/2030	1,260	1,237	1,234	0.04
Icefall Parent, Inc.	(6) (8) (10)	First Lien Debt	S +	4.50%	8.17%	01/25/2030	25,133	24,760	25,133	0.74
Icefall Parent, Inc.	(6) (10) (18)	First Lien Debt	S +	4.50%	8.17%	01/25/2030	—	(34)	—	0.00
LegitScript, LLC	(6) (7) (8) (11)	First Lien Debt	S +	5.75%	9.47%	06/24/2029	36,606	36,230	36,606	1.08
LegitScript, LLC	(6) (11)	First Lien Debt	S +	5.75%	9.47%	06/24/2029	968	958	968	0.03
LegitScript, LLC	(6) (11) (18)	First Lien Debt	S +	5.75%	9.47%	06/24/2028	2,109	2,066	2,109	0.06
LogRhythm, Inc.	(6) (10)	First Lien Debt	S +	7.50%	11.34%	07/02/2029	6,818	6,663	6,545	0.19
LogRhythm, Inc.	(6) (10) (18)	First Lien Debt	S +	7.50%	11.34%	07/02/2029	—	(14)	(27)	0.00
Magenta Buyer, LLC	(11)	First Lien Debt	S +	5.00%	9.10%	07/27/2028	4,799	4,791	1,440	0.04
McAfee, LLC	(12)	First Lien Debt	S +	3.00%	6.72%	03/01/2029	7,400	7,387	6,806	0.20
Montana Buyer, Inc.	(6) (7) (8) (11)	First Lien Debt	S +	4.75%	8.47%	07/22/2029	31,876	31,565	31,876	0.94
Montana Buyer, Inc.	(6) (18)	First Lien Debt	P +	4.75%	11.50%	07/22/2028	—	(26)	—	0.00
Nasuni Corporation	(6) (8) (11)	First Lien Debt	S +	5.00%	8.67%	09/10/2030	21,552	21,285	21,552	0.64
Nasuni Corporation	(6) (11) (18)	First Lien Debt	S +	5.00%	8.67%	09/10/2030	—	(53)	—	0.00
Netwrix Corporation And Concept Searching, Inc.	(6) (7) (8) (9) (11)	First Lien Debt	S +	4.50%	8.32%	06/11/2029	25,048	24,915	24,922	0.74
Netwrix Corporation And Concept Searching, Inc.	(6) (11) (18)	First Lien Debt	S +	4.50%	8.32%	06/11/2029	—	(7)	(8)	0.00
Oak Purchaser, Inc.	(6) (8) (11)	First Lien Debt	S +	5.50%	9.37%	05/31/2028	12,502	12,420	12,408	0.37
Oak Purchaser, Inc.	(6) (11)	First Lien Debt	S +	5.50%	9.37%	05/31/2028	9,513	9,441	9,419	0.28
Oak Purchaser, Inc.	(6) (18)	First Lien Debt	P +	4.50%	11.25%	05/31/2028	126	115	112	0.00
OceanKey (U.S.) II Corp.	(12)	First Lien Debt	S +	3.50%	7.32%	12/15/2028	6,869	6,877	6,763	0.20
Onit, Inc.	(6) (8) (11)	First Lien Debt	S +	4.75%	8.56%	01/27/2032	31,481	31,198	31,481	0.93
Onit, Inc.	(6) (11) (18)	First Lien Debt	S +	4.75%	8.56%	01/27/2032	—	(60)	—	0.00
Onit, Inc.	(6) (11) (18)	First Lien Debt	S +	4.75%	8.56%	01/27/2032	—	(40)	—	0.00
Optimizely North America, Inc.	(6) (11) (15)	First Lien Debt	S +	5.00%	8.72%	10/30/2031	11,613	11,512	11,381	0.34
Optimizely North America, Inc.	(6) (11) (15)	First Lien Debt	E +	5.25%	7.15%	10/30/2031	€6,613	7,122	7,611	0.23
Optimizely North America, Inc.	(6) (11) (15)	First Lien Debt	SA +	5.50%	9.22%	10/30/2031	£2,204	2,843	2,906	0.09

101

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate & Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost (5)	Fair Value	Percentage of Net Assets
Optimizely North America, Inc.	(6) (11) (15) (18)	First Lien Debt	S +	5.00%	8.72%	10/30/2031	—	(17)	(41)	0.00
Polaris Newco, LLC	(12)	First Lien Debt	S +	3.75%	7.85%	06/02/2028	5,789	5,793	5,574	0.16
Pound Bidco, Inc.	(6) (8) (10) (15)	First Lien Debt	S +	6.00%	10.22%	02/01/2027	3,743	3,742	3,743	0.11
Pound Bidco, Inc.	(6) (10) (15) (18)	First Lien Debt	S +	6.00%	10.22%	02/01/2027	227	227	227	0.01
Pound Bidco, Inc.	(6) (10) (15) (18)	First Lien Debt	S +	6.00%	10.22%	02/01/2027	263	263	263	0.01
Project Leopard Holdings, Inc.	(7) (8) (12) (15)	First Lien Debt	S +	5.25%	9.19%	07/20/2029	22,620	21,656	19,425	0.57
Proofpoint, Inc.	(12)	First Lien Debt	S +	3.00%	6.67%	08/31/2028	6,970	6,966	7,000	0.21
Quartz Acquireco, LLC		First Lien Debt	S +	2.25%	5.92%	06/28/2030	4,900	4,909	4,888	0.14
Quest Software US Holdings, Inc.		First Lien Debt	S +	4.25%	8.24%	02/01/2029	3,561	3,053	2,957	0.09
Revalize, Inc.	(6) (8) (10)	First Lien Debt	S +	6.50% (incl. 1.75% PIK)	10.32%	04/16/2029	14,360	14,009	13,603	0.40
Revalize, Inc.	(6) (10) (18)	First Lien Debt	S +	6.50% (incl. 1.75% PIK)	10.32%	04/16/2029	547	542	506	0.01
Riskonnect Parent, LLC	(6) (8) (11)	First Lien Debt	S +	4.75%	8.62%	12/07/2028	30,289	29,918	30,289	0.90
Riskonnect Parent, LLC	(6) (11) (18)	First Lien Debt	S +	4.75%	8.62%	12/07/2028	17,193	16,943	17,193	0.51
Riskonnect Parent, LLC	(6) (11) (18)	First Lien Debt	S +	4.75%	8.62%	12/07/2028	745	697	745	0.02
Runway Bidco, LLC	(6) (8) (12)	First Lien Debt	S +	5.00%	8.67%	12/17/2031	17,919	17,760	17,874	0.53
Runway Bidco, LLC	(6) (12) (18)	First Lien Debt	S +	5.00%	8.67%	12/17/2031	—	(19)	(11)	0.00
Runway Bidco, LLC	(6) (12) (18)	First Lien Debt	S +	5.00%	8.67%	12/17/2031	—	(19)	(6)	0.00
Saturn Borrower, Inc.	(6) (9) (10)	First Lien Debt	S +	6.00%	9.67%	11/10/2028	17,546	17,339	17,404	0.51
Saturn Borrower, Inc.	(6) (10) (18)	First Lien Debt	S +	6.00%	9.67%	11/10/2028	—	(36)	(52)	0.00
Saturn Borrower, Inc.	(6) (10) (18)	First Lien Debt	S +	6.00%	9.67%	11/10/2028	733	700	709	0.02
Securonix, Inc.	(6) (7) (8) (11)	First Lien Debt	S +	7.75% (incl. 3.75% PIK)	11.19%	04/05/2029	31,172	30,593	26,715	0.79
Securonix, Inc.	(6) (11) (18)	First Lien Debt	S +	7.75% (incl. 3.75% PIK)	11.19%	04/05/2029	—	(93)	(772)	-0.02
Trunk Acquisition, Inc.	(6) (8) (10)	First Lien Debt	S +	5.75%	9.57%	02/19/2030	13,104	13,039	13,104	0.39
Trunk Acquisition, Inc.	(6) (10) (18)	First Lien Debt	S +	5.75%	9.57%	02/19/2030	1,851	1,836	1,851	0.05
Trunk Acquisition, Inc.	(6) (10) (18)	First Lien Debt	S +	5.75%	9.57%	02/19/2030	—	(3)	—	0.00
UKG, Inc.		First Lien Debt	S +	2.50%	6.34%	02/10/2031	7,419	7,430	7,422	0.22
Vanco Payment Solutions, LLC	(6) (11)	First Lien Debt	S +	4.75%	8.42%	12/01/2031	3,725	3,688	3,688	0.11
Vanco Payment Solutions, LLC	(6) (11) (18)	First Lien Debt	S +	4.75%	8.42%	12/01/2031	—	(2)	(2)	0.00
Vision Solutions, Inc.	(11)	First Lien Debt	S +	4.00%	8.10%	04/24/2028	6,284	6,247	5,817	0.17
Project Boost Purchaser, LLC		First Lien Debt	S +	2.75%	6.42%	07/16/2031	4,950	4,956	4,960	0.15
								1,390,292	1,385,457	40.99
Specialty Retail
Les Schwab Tire Centers		First Lien Debt	S +	2.50%	6.31%	04/23/2031	6,795	6,801	6,795	0.20
Textiles, Apparel & Luxury Goods
Gloves Buyer, Inc.	(12)	First Lien Debt	S +	4.00%	7.72%	05/21/2032	7,000	6,825	6,955	0.21
Varsity Brands, Inc.		First Lien Debt	S +	3.00%	6.67%	08/26/2031	5,970	5,974	5,989	0.18
								12,799	12,944	0.38
Trading Companies & Distributors
Spin Holdco, Inc.	(11)	First Lien Debt	S +	4.00%	8.02%	03/04/2028	4,798	4,803	3,689	0.11
White Cap Buyer, LLC		First Lien Debt	S +	3.25%	6.97%	10/19/2029	2,419	2,421	2,428	0.07
								7,224	6,117	0.18
Transportation Infrastructure
Brown Group Holding, LLC	(12)	First Lien Debt	S +	2.75%	6.56%	07/01/2031	4,925	4,930	4,947	0.15
Jeppesen Holdings, LLC	(6) (12)	First Lien Debt	S +	4.75%	8.59%	11/01/2032	32,648	32,487	32,487	0.96
Jeppesen Holdings, LLC	(6) (12) (18)	First Lien Debt	S +	4.75%	8.59%	11/01/2032	—	(8)	(8)	0.00
KKR Apple Bidco, LLC		First Lien Debt	S +	2.50%	6.22%	09/23/2031	7,277	7,257	7,312	0.22

102

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate & Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost (5)	Fair Value	Percentage of Net Assets
								44,666	44,738	1.32
Wireless Telecommunication Services
CCI Buyer, Inc.	(6) (8) (11)	First Lien Debt	S +	5.00%	8.67%	05/13/2032	37,699	37,347	37,643	1.11
CCI Buyer, Inc.	(6) (11) (18)	First Lien Debt	S +	5.00%	8.67%	05/13/2032	—	(20)	(3)	0.00
Mobile Communications America, Inc.	(6) (7) (8) (10)	First Lien Debt	S +	4.75%	8.69%	10/16/2029	13,378	13,241	13,378	0.40
Mobile Communications America, Inc.	(6) (10) (18)	First Lien Debt	S +	4.75%	8.69%	10/16/2029	3,653	3,596	3,653	0.11
Mobile Communications America, Inc.	(6) (10) (18)	First Lien Debt	S +	4.75%	8.69%	10/16/2029	440	420	440	0.01
								54,584	55,111	1.63
Total Debt Investments - non-controlled/non-affiliated								$6,530,856	$6,449,253	190.82%
Debt Investments - non-controlled/affiliated
Professional Services
KWOR Acquisition, Inc.	(6) (10) (19)	Second Lien Debt	S +	6.25% (incl. 5.25% PIK)	10.07%	02/28/2030	13,946	13,946	13,946	0.41
KWOR Acquisition, Inc.	(6) (10) (18) (19)	First Lien Debt	S +	6.25% (incl. 5.25% PIK)	10.07%	02/28/2030	75	13	75	0.00
KWOR Acquisition, Inc.	(6) (10) (18) (19)	First Lien Debt	S +	6.25% (incl. 5.25% PIK)	10.07%	02/28/2030	111	18	111	0.00
KWOR Acquisition, Inc.	(6) (19)	Other Debt	S +	8.00% PIK	12.20%	02/28/2030	4,897	4,897	4,897	0.14
Total Debt Investments - non-controlled/affiliated								$18,874	$19,029	0.56%
Total Debt Investments								$6,549,730	$6,468,282	191.38%


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread	Acquisition Date	Par Amount/ Shares (4)		Cost (5)		Fair Value		Percentage of Net Assets
Aerospace & Defense
AASC Holdings, LP	(6) (16) (17)	Common Equity		11/14/2025		88	$	92	$	92		0.00	%
Automobile Components
Continental Battery Company	(6) (16) (17)	Common Equity		07/16/2025		15,517		—		—		0.00
Shelby Co-invest, LP (Spectrum Automotive)	(6) (16) (17)	Common Equity		06/29/2021		1,500		228		333		0.01
Wheel Pros, LLC	(16) (17)	Common Equity		12/02/2024		10,032		1,655		1,655		0.05
								1,883		1,988		0.06
Commercial Services & Supplies
Firebird Acquisition Corp, Inc.	(6) (16) (17)	Common Equity		02/03/2025		250,000		238		289		0.01
Procure Acquiom Financial, LLC (Procure Analytics)	(6) (16) (17)	Common Equity		12/20/2021		500,000		625		867		0.03
Surewerx Topco, LP	(6) (15) (16) (17)	Common Equity		12/28/2022		384		413		432		0.01
								1,276		1,588		0.05
Containers & Packaging
BP Purchaser, LLC	(6) (16) (17)	Common Equity		12/10/2021		1,383,156		878		—		0.00
BP Purchaser, LLC Rights	(6) (16) (17)	Common Equity		03/12/2024		1,666,989		75		—		0.00
FORTIS Solutions Group, LLC	(6) (17)	Preferred Equity	12.25%	06/24/2022		4,000,000		5,773		3,985		0.12
								6,726		3,985		0.12
Distributors
48Forty Solutions, LLC	(6) (8) (9) (16) (17)	Common Equity		11/01/2024		7,205		—		—		0.00

Diversified Consumer Services
Eclipse Topco, Inc.	(6) (17)	Preferred Equity	12.50% PIK	09/05/2024		310		3,469		3,120		0.09
FPG Parent, LLC	(6) (16) (17)	Common Equity		07/18/2025		5,945		—		—		0.00
Leaf Home, LLC	(6) (17)	Preferred Equity	14.00% PIK	09/04/2025		600,000		607		774		0.02
LUV Car Wash	(6) (16) (17)	Common Equity		12/06/2022		1,383		1,330		973		0.03
								5,406		4,867		0.14

103

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread			Acquisition Date	Par Amount/ Shares (4)	Cost (5)	Fair Value	Percentage of Net Assets
Electrical Equipment
Sparkstone Electrical Group	(6) (16) (17)	Common Equity				10/15/2024	1,500	150	65	0.00
Financial Services
Applitools, Inc.	(6) (15) (16) (17)	Common Equity				07/18/2025	3,880,115	2,219	1,884	0.06
Health Care Providers & Services
SDB Holdco, LLC	(6) (16) (17)	Common Equity				03/29/2024	14,561,479	—	—	0.00
Suveto Buyer, LLC	(6) (15) (16) (17)	Common Equity				11/19/2021	3,398	307	393	0.01
Vardiman Black Holdings, LLC	(6) (17)	Preferred Equity	6.00% PIK			03/29/2024	7,065,190	5,247	-	0.00
								5,554	393	0.01
Insurance Services
Amerilife Holdings, LLC	(6) (16) (17)	Common Equity				09/01/2022	9,880	273	592	0.02
Frisbee Holdings, LP (Fetch)	(6) (16) (17)	Common Equity				10/31/2022	33,276	424	1,193	0.04
Integrity Marketing Acquisition, LLC	(6) (17)	Preferred Equity	10.50%			12/21/2021	750,000	1,127	1,028	0.03
								1,824	2,813	0.08
Interactive Media & Services
FMG Suite Holdings, LLC	(6) (16) (17)	Common Equity				09/09/2025	500	—	—	0.00
FMG Suite Holdings, LLC	(6) (17)	Preferred Equity	8.00% PIK			09/09/2025	500	513	513	0.02
								513	513	0.02
Professional Services
Abacus Data Holdings, Inc. (AbacusNext)	(6) (16) (17)	Common Equity				07/12/2021	5,196	317	256	0.01
Verdantas, LLC	(6) (16) (17)	Common Equity				05/03/2024	8,848	9	13	0.00
Verdantas, LLC	(6) (17)	Preferred Equity	10.00%			05/03/2024	875,952	1,035	1,291	0.04
								1,361	1,560	0.05
Real Estate Management & Development
Pritchard Industries, LLC	(6) (16) (17)	Common Equity				10/13/2021	332,248	352	249	0.01
Software
Cohesity Global, Inc.	(17)	Preferred Equity				12/09/2024	18,617	382	382	0.01
Fullsteam Operations, LLC	(6) (16) (17)	Common Equity				11/27/2023	45,080	1,520	3,766	0.11
Knockout Intermediate Holdings I, Inc.	(6) (17)	Preferred Equity	S +	10.75%		06/25/2022	5,482	7,719	7,934	0.23
Revalize, Inc.	(6) (17)	Preferred Equity	S +	10.00%		12/14/2021	2,951	4,703	4,248	0.13
Reveal Data Solutions	(6) (16) (17)	Common Equity				08/29/2023	861,539	1,122	1,044	0.03
RSK Holdings, Inc. (Riskonnect)	(6) (17)	Preferred Equity	S +		10.50%	07/07/2022	10,679,200	17,455	17,754	0.53
								32,901	35,128	1.04
Total Equity Investments - non-controlled/non-affiliated								$60,257	$55,125	1.63%
Equity Investments - non-controlled/affiliated
Professional Services
KWOR Intermediate I, Inc.	(6) (16) (17) (19)	Common Equity				02/28/2025	2,785	1,069	—	0.00
KWOR Intermediate I, Inc.	(6) (17) (19)	Preferred Equity	S +		8.00% PIK	02/28/2025	2,978,848	2,979	1,927	0.06
Total Equity Investments - non-controlled/affiliated							-	4,048	1,927	0.06
Total Equity Investments								$64,305	$57,052	1.69%
Equity Investments - controlled/affiliated
Investments in Joint Ventures
North Haven Keystone, LLC	(17) (20)	LLC Interest				10/29/2025	85,438,200	85,438	85,276	2.52
Total Investments in Joint Ventures								$85,438	$85,276	2.52%
Total Portfolio Investments								$6,699,473	$6,610,610	195.59%

104

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments
Cash and Cash Equivalents and Short Term Investments
J.P. Morgan US Government Money Market Fund - Institutional Shares	3.62%	38,403	38,403	1.14%
Cash		199,865	199,865	5.91%
Total Cash and Cash Equivalents and Short Term Investments		238,268	238,268	7.05%
Total Portfolio Investments, Cash and Cash Equivalents and Short Term Investments		$6,937,741	$6,848,878	202.64%

(1)

Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments (including preferred equity investments) are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the 1940 Act, the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2025, the Company would be deemed to “control” one of its portfolio companies, as indicated below. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2025, the Company is an “affiliated person” of two of its portfolio companies, as indicated below.

(2)

Unless otherwise indicated, the Company's investments are pledged as collateral supporting the amounts outstanding under the ING Facility as defined below. See Note 6 “Debt”.

(3)

Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either CORRA (“C”) or EURIBOR (“E”) or SOFR (“S”) or SONIA (“SA”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”), each of which generally resets periodically). For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2025. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2025. As of December 31, 2025, the reference rates for our variable rate loans were the C at 2.26%, 1-month E at 1.94%, 1-month S at 3.69%, 3-month S at 3.65%, 6-month S at 3.57%, SA at 3.73% and the P at 6.75%.

(4)

Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars (“$” or "USD”) unless otherwise noted, Euro (“€”), Great British Pound (“GBP”), or Canadian dollar (“CAD”).

(5)

The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(6)

These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Company’s Valuation Designee (the “Valuation Designee”), under the supervision of the Company’s Board of Directors (the “Board of Directors” or “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

(7)

Assets or a portion thereof are pledged as collateral for the Wells Funding Facility (as defined below). See Note 6 “Debt”.

(8)

Assets or a portion thereof are pledged as collateral for the JPM Funding Facility (as defined below). See Note 6 “Debt”.

(9)

Assets or a portion thereof are pledged as collateral for the CBNA Funding Facility (as defined below). See Note 6 “Debt”.

(10)

Loan includes interest rate floor of 1.00%.

(11)

Loan includes interest rate floor of 0.75%.

(12)

Loan includes interest rate floor of 0.50%.

(13)

The investment includes an exit fee that is receivable upon certain conditions being met. See Note 2 “Significant Accounting Policies”.

(14)

Investment was on non-accrual status as of December 31, 2025.

(15)

The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2025, non-qualifying assets represented 6.64% of total assets as calculated in accordance with regulatory requirements.

(16)

Non-income producing security.

(17)

Securities exempt from registration under the Securities Act of 1933, as amended, and may be deemed to be “restricted securities”. As of December 31, 2025, the aggregate fair value of these securities is $142,328 or 4.21% of the Company’s net assets. The initial acquisition dates have been included for such securities.

(18)

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments as of December 31, 2025:

105

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment	Fair Value
First Lien Debt — non-controlled/non-affiliated
48Forty Solutions, LLC	Revolver	11/30/2029	$1,434	$(846)
AWP Group Holdings, Inc.	Delayed Draw Term Loan	08/23/2026	1,911	—
AWP Group Holdings, Inc.	Revolver	12/23/2030	2,435	—
Abacus Data Holdings, Inc. (AbacusNext)	Revolver	03/10/2027	600	—
Accel International Holdings, Inc.	Revolver	04/26/2032	4,216	—
Accordion Partners, LLC	Delayed Draw Term Loan	12/17/2027	2,910	(7)
Accordion Partners, LLC	Revolver	11/17/2031	6,393	—
Advarra Holdings, Inc.	Delayed Draw Term Loan	09/14/2026	1,191	(6)
Alert Media, Inc.	Revolver	04/12/2027	3,870	(25)
Amerilife Holdings, LLC	Delayed Draw Term Loan	06/17/2026	158	(1)
Amerilife Holdings, LLC	Delayed Draw Term Loan	02/28/2027	5,395	(40)
Amerilife Holdings, LLC	Revolver	08/31/2028	2,248	(17)
Answer Acquisition, LLC	Revolver	06/30/2028	2,450	(240)
Any Hour, LLC	Delayed Draw Term Loan	05/23/2026	3,127	(140)
Any Hour, LLC	Revolver	05/23/2030	277	(12)
Apex Service Partners, LLC	Revolver	10/24/2029	3,883	(3)
Apollo Acquisition, Inc.	Delayed Draw Term Loan	06/04/2027	10,476	—
Apollo Acquisition, Inc.	Revolver	12/30/2030	3,927	—
Appfire Technologies, LLC	Delayed Draw Term Loan	06/28/2026	1,465	—
Appfire Technologies, LLC	Revolver	03/09/2028	490	—
Applitools, Inc.	Revolver	05/25/2028	1,600	(28)
Apryse Software Corp.	Revolver	06/28/2032	3,941	(31)
Aptean, Inc.	Delayed Draw Term Loan	02/14/2027	761	(1)
Aptean, Inc.	Revolver	01/30/2031	4,305	(5)
Archduke Buyer, Inc.	Revolver	12/03/2032	274	(3)
Arcoro Holdings Corp.	Revolver	03/28/2030	8,609	(148)
Artifact Bidco, Inc.	Delayed Draw Term Loan	05/22/2027	5,345	—
Artifact Bidco, Inc.	Revolver	07/26/2030	3,818	—
Ascend Partner Services, LLC	Delayed Draw Term Loan	08/09/2026	67	(1)
Ascend Partner Services, LLC	Delayed Draw Term Loan	08/09/2027	298	(3)
Ascend Partner Services, LLC	Revolver	08/11/2031	449	(4)
Assembly Intermediate, LLC	Revolver	10/19/2027	889	—
Associations, Inc.	Delayed Draw Term Loan	07/03/2028	482	—
Associations, Inc.	Revolver	07/03/2028	678	—
Astra Service Partners, LLC	Delayed Draw Term Loan	11/26/2027	1,480	(6)
Atlas US Finco, Inc.	Revolver	12/09/2028	4,395	—
AuditBoard, Inc.	Revolver	07/14/2031	6,514	(46)
BCTO Bluebill Midco, Inc.	Revolver	07/30/2032	2,667	(27)
Banyan Software Holdings, LLC	Delayed Draw Term Loan	10/08/2027	7,816	(42)
Banyan Software Holdings, LLC	Revolver	01/02/2031	3,261	—
Bottomline Technologies, Inc.	Revolver	05/15/2028	1,733	—
Bridgepointe Technologies, LLC	Delayed Draw Term Loan	07/03/2026	2,015	—
Bullhorn, Inc.	Delayed Draw Term Loan	05/11/2026	343	—
Bullhorn, Inc.	Revolver	10/01/2029	346	—

106

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment	Fair Value
CCI Buyer, Inc.	Revolver	05/13/2032	2,207	(3)
CLEO Communications Holding, LLC	Revolver	06/09/2027	5,358	—
COP Collisionright Parent, LLC	Delayed Draw Term Loan	04/04/2027	5,408	(14)
COP Collisionright Parent, LLC	Revolver	01/29/2030	4,039	(10)
CRCI Longhorn Holdings, Inc.	Delayed Draw Term Loan	08/27/2026	2,206	—
CRCI Longhorn Holdings, Inc.	Revolver	08/27/2031	1,471	—
Caerus US 1, Inc.	Revolver	05/25/2029	929	(1)
Carr, Riggs and Ingram Capital, LLC	Delayed Draw Term Loan	11/18/2026	5,432	(14)
Carr, Riggs and Ingram Capital, LLC	Revolver	11/18/2031	3,400	(9)
Catalis Intermediate, Inc.	Revolver	08/04/2027	2,312	(29)
Cerity Partners, LLC	Delayed Draw Term Loan	01/21/2027	8,048	(20)
Cerity Partners, LLC	Revolver	07/28/2031	958	(2)
Chase Intermediate, LLC	Delayed Draw Term Loan	04/10/2027	4,160	(37)
Chase Intermediate, LLC	Revolver	10/30/2028	608	(5)
Cliffwater, LLC	Revolver	04/22/2032	2,036	(15)
ComPsych Investment Corp.	Delayed Draw Term Loan	07/23/2027	4,667	—
Computer Services, Inc.	Delayed Draw Term Loan	11/15/2027	4,137	(10)
Consor Intermediate II, LLC	Delayed Draw Term Loan	05/10/2026	3,126	(4)
Consor Intermediate II, LLC	Revolver	05/12/2031	1,130	(1)
Coupa Holdings, LLC	Delayed Draw Term Loan	06/03/2027	851	—
Coupa Holdings, LLC	Revolver	02/27/2029	651	—
Cyara AcquisitionCo, LLC	Revolver	06/28/2029	3,832	—
Cyber US Bidco, LLC	Delayed Draw Term Loan	01/02/2029	797	(4)
Cyber US Bidco, LLC	Revolver	12/30/2032	350	(4)
DA Blocker Corp.	Delayed Draw Term Loan	02/10/2027	2,425	(6)
DA Blocker Corp.	Revolver	02/10/2032	808	(2)
Deerfield Dakota Holding, LLC	Revolver	09/13/2032	4,287	(37)
Diligent Corporation	Delayed Draw Term Loan	04/30/2026	10,706	(7)
Diligent Corporation	Revolver	08/02/2030	5,460	(4)
Drivecentric Holdings, LLC	Delayed Draw Term Loan	07/22/2027	8,375	—
Drivecentric Holdings, LLC	Revolver	08/15/2031	4,059	—
Dwyer Instruments, Inc.	Revolver	07/20/2029	3,329	(17)
E-Discovery AcquireCo, LLC	Revolver	08/29/2029	2,032	(1)
EVDR Purchaser, Inc.	Delayed Draw Term Loan	08/14/2026	10,559	(17)
EVDR Purchaser, Inc.	Revolver	02/14/2031	5,069	(8)
Eclipse Buyer, Inc.	Delayed Draw Term Loan	09/06/2026	1,417	—
Eclipse Buyer, Inc.	Revolver	09/08/2031	719	—
Emburse, Inc.	Delayed Draw Term Loan	05/28/2027	3,947	(10)
Emburse, Inc.	Revolver	05/28/2032	3,947	(10)
Energy Labs Holdings Corp.	Delayed Draw Term Loan	05/24/2026	825	(17)
Energy Labs Holdings Corp.	Revolver	04/07/2028	1,343	(27)
Espresso Bidco, Inc.	Delayed Draw Term Loan	03/25/2027	7,418	(111)
Espresso Bidco, Inc.	Revolver	03/25/2032	3,297	(49)
Essential Services Holding Corporation	Delayed Draw Term Loan	06/17/2026	5,154	(14)

107

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment	Fair Value
Essential Services Holding Corporation	Revolver	06/17/2030	1,933	(5)
Everbridge Holdings, LLC	Delayed Draw Term Loan	07/02/2026	10,196	—
Everbridge Holdings, LLC	Revolver	07/02/2031	6,708	—
Excelitas Technologies Corp.	Delayed Draw Term Loan	05/01/2026	12,000	(60)
Excelitas Technologies Corp.	Revolver	08/14/2028	3,095	(15)
Express Wash Acquisition Company, LLC	Revolver	04/10/2031	335	(3)
FLS Holding, Inc.	Revolver	12/17/2027	28	(4)
FMG Suite Holdings, LLC	Delayed Draw Term Loan	09/09/2027	4,868	(49)
FMG Suite Holdings, LLC	Revolver	09/09/2032	2,921	(29)
FORTIS Solutions Group, LLC	Revolver	10/15/2027	1,274	—
FPG Intermediate Holdco, LLC	Delayed Draw Term Loan	07/26/2027	430	—
Firebird Acquisition Corp, Inc.	Delayed Draw Term Loan	01/31/2027	2,078	—
Firebird Acquisition Corp, Inc.	Revolver	02/02/2032	1,050	—
Formstack Acquisition, Co.	Delayed Draw Term Loan	03/30/2026	15,916	(113)
Formstack Acquisition, Co.	Revolver	03/28/2030	8,938	(64)
Foundation Risk Partners Corp.	Delayed Draw Term Loan	02/26/2027	542	—
Foundation Risk Partners Corp.	Revolver	10/29/2029	3,212	—
Fullsteam Operations, LLC	Delayed Draw Term Loan	08/09/2027	12,692	(133)
Fullsteam Operations, LLC	Revolver	08/08/2031	4,231	(44)
GB Eagle Buyer, Inc.	Delayed Draw Term Loan	11/12/2027	6,660	(33)
GB Eagle Buyer, Inc.	Revolver	11/29/2030	4,440	(43)
GC Waves Holdings, Inc.	Delayed Draw Term Loan	10/06/2027	1,044	(3)
GC Waves Holdings, Inc.	Revolver	10/04/2030	1,723	—
GPS Merger Sub, LLC	Delayed Draw Term Loan	10/04/2027	3,668	(32)
GPS Merger Sub, LLC	Revolver	10/02/2029	4,657	(41)
GS AcquisitionCo, Inc.	Delayed Draw Term Loan	03/26/2026	2,438	—
GS AcquisitionCo, Inc.	Revolver	05/25/2028	3,348	—
Galway Borrower, LLC	Delayed Draw Term Loan	02/06/2026	3,235	—
Galway Borrower, LLC	Revolver	09/29/2028	2,774	—
GarageCo Intermediate II, LLC	Delayed Draw Term Loan	08/02/2027	5,051	(51)
GarageCo Intermediate II, LLC	Revolver	07/30/2032	1,515	(15)
Gateway US Holdings, Inc.	Delayed Draw Term Loan	11/13/2026	1,209	(6)
Gateway US Holdings, Inc.	Revolver	09/22/2028	484	(2)
Granicus, Inc.	Delayed Draw Term Loan	07/31/2026	657	—
Granicus, Inc.	Revolver	01/17/2031	8,771	—
HSI Halo Acquisition, Inc.	Delayed Draw Term Loan	06/28/2026	2,273	(9)
HSI Halo Acquisition, Inc.	Revolver	06/28/2030	3,031	(12)
Heartland Veterinary Partners, LLC	Delayed Draw Term Loan	11/08/2027	5,162	(31)
Heartland Veterinary Partners, LLC	Revolver	06/12/2028	1,298	—
Higginbotham Insurance Agency, Inc.	Delayed Draw Term Loan	12/10/2027	3,228	(8)
Higginbotham Insurance Agency, Inc.	Delayed Draw Term Loan	09/30/2026	6,151	—
High Street Buyer, Inc.	Revolver	04/16/2027	825	(2)
Hootsuite, Inc.	Revolver	05/22/2030	840	(11)
Hyland Software, Inc.	Revolver	09/19/2029	3,699	—

108

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment	Fair Value
IG Investment Holdings, LLC	Revolver	09/22/2028	3,736	—
IQN Holding Corp.	Revolver	05/02/2028	337	—
Icefall Parent, Inc.	Revolver	01/25/2030	2,471	—
Imagine 360, LLC	Delayed Draw Term Loan	09/20/2026	1,884	—
Imagine 360, LLC	Revolver	10/02/2028	1,166	—
Inhabitiq, Inc.	Delayed Draw Term Loan	01/11/2027	4,784	—
Inhabitiq, Inc.	Revolver	01/12/2032	2,990	—
Inszone Mid, LLC	Delayed Draw Term Loan	07/24/2026	1,836	(5)
Inszone Mid, LLC	Delayed Draw Term Loan	10/18/2027	4,008	(19)
Inszone Mid, LLC	Revolver	11/30/2029	3,575	(9)
Integrity Marketing Acquisition, LLC	Revolver	08/25/2028	1,097	—
Invictus Buyer, LLC	Delayed Draw Term Loan	06/03/2026	663	—
Invictus Buyer, LLC	Revolver	06/03/2031	245	—
Iris Buyer, LLC	Revolver	10/02/2029	2,883	(7)
Iris Specialty Acquisiton, LLC	Delayed Draw Term Loan	11/20/2028	4,958	(12)
Iris Specialty Acquisiton, LLC	Revolver	11/22/2032	4,363	(21)
Jeppesen Holdings, LLC	Revolver	11/01/2032	1,632	(8)
Jonathan Acquisition Company	Revolver	05/11/2029	453	(7)
KENG Acquisition, Inc.	Revolver	08/01/2029	4,053	(20)
Kodiak Buyer, LLC	Delayed Draw Term Loan	07/26/2027	3,219	—
Kodiak Buyer, LLC	Revolver	07/23/2032	2,575	—
LHS Borrower, LLC	Revolver	09/04/2031	868	(13)
LJ Avalon Holdings, LLC	Delayed Draw Term Loan	02/12/2027	2,885	—
LJ Avalon Holdings, LLC	Revolver	02/01/2029	1,752	—
LeadVenture, Inc.	Delayed Draw Term Loan	06/23/2027	1,200	—
LeadVenture, Inc.	Revolver	06/23/2032	717	—
LegitScript, LLC	Revolver	06/24/2028	3,750	—
Lightspeed Buyer, Inc.	Revolver	02/03/2027	279	—
LogRhythm, Inc.	Revolver	07/02/2029	682	(27)
MAI Capital Management Intermediate, LLC	Delayed Draw Term Loan	06/11/2027	1,025	(10)
MAI Capital Management Intermediate, LLC	Revolver	08/29/2031	992	(10)
MHE Intermediate Holdings, LLC	Revolver	07/21/2027	643	—
MRI Software, LLC	Revolver	02/10/2028	4,384	(12)
Magneto Components Buyco, LLC	Revolver	12/05/2029	7,930	—
ManTech International CP	Delayed Draw Term Loan	02/17/2026	936	—
ManTech International CP	Revolver	09/14/2028	4,800	—
Merative, LP	Delayed Draw Term Loan	09/30/2027	3,365	(17)
Merative, LP	Revolver	09/30/2032	2,944	(15)
Mobile Communications America, Inc.	Delayed Draw Term Loan	06/23/2027	3,466	—
Mobile Communications America, Inc.	Revolver	10/16/2029	1,761	—
Model N, Inc.	Delayed Draw Term Loan	06/26/2026	5,429	—
Model N, Inc.	Revolver	06/27/2031	2,896	—
Montana Buyer, Inc.	Revolver	07/22/2028	3,710	—
NDT Global Holding, Inc.	Delayed Draw Term Loan	06/04/2027	8,064	(81)

109

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment	Fair Value
NDT Global Holding, Inc.	Revolver	06/04/2032	7,200	(72)
NSI Holdings, Inc.	Delayed Draw Term Loan	11/15/2026	4,079	—
NSI Holdings, Inc.	Revolver	11/17/2031	4,079	—
Nasuni Corporation	Revolver	09/10/2030	4,490	—
Netwrix Corporation And Concept Searching, Inc.	Revolver	06/11/2029	1,579	(8)
OEConnection, LLC	Delayed Draw Term Loan	12/26/2028	876	(2)
OEConnection, LLC	Revolver	12/23/2032	231	(1)
Oak Purchaser, Inc.	Delayed Draw Term Loan	08/30/2027	2,981	(22)
Oak Purchaser, Inc.	Revolver	05/31/2028	1,763	(13)
One, Inc. Software Corporation	Delayed Draw Term Loan	12/06/2027	967	(5)
One, Inc. Software Corporation	Revolver	12/06/2032	387	(4)
Onit, Inc.	Delayed Draw Term Loan	01/27/2027	13,889	—
Onit, Inc.	Revolver	01/27/2032	4,630	—
Optimizely North America, Inc.	Revolver	10/30/2031	2,033	(41)
PDI TA Holdings, Inc.	Revolver	02/03/2031	858	(13)
PMA Parent Holdings, LLC	Revolver	01/31/2031	398	(4)
PT Intermediate Holdings III, LLC	Delayed Draw Term Loan	04/08/2026	3,217	—
Pamlico Avant Holdings, LP	Revolver	12/31/2032	1,474	(15)
Pareto Health Intermediate Holdings, Inc.	Revolver	06/01/2029	9,920	—
Patriot Growth Insurance Services, LLC	Revolver	10/16/2028	394	—
PerkinElmer U.S., LLC	Delayed Draw Term Loan	10/25/2027	1,290	(3)
Pound Bidco, Inc.	Delayed Draw Term Loan	04/24/2027	147	—
Pound Bidco, Inc.	Revolver	02/01/2027	125	—
Procure Acquireco, Inc. (Procure Analytics)	Delayed Draw Term Loan	10/31/2026	831	—
Procure Acquireco, Inc. (Procure Analytics)	Revolver	12/20/2028	952	—
Project Accelerate Parent, LLC	Revolver	02/24/2031	3,928	—
Project Potter Buyer, LLC	Revolver	04/23/2027	885	—
Railpros Parent, LLC	Delayed Draw Term Loan	05/24/2027	6,526	(65)
Railpros Parent, LLC	Revolver	05/24/2032	3,263	(33)
Randy's Holdings, Inc.	Delayed Draw Term Loan	06/30/2026	850	(8)
Randy's Holdings, Inc.	Delayed Draw Term Loan	12/20/2027	2,742	(14)
Randy's Holdings, Inc.	Revolver	11/01/2029	1,842	(18)
Raptor Merger Sub Debt, LLC	Revolver	04/01/2029	2,907	—
Raven Acquisition Holdings, LLC	Delayed Draw Term Loan	11/19/2026	333	1
Real Chemistry Intermediate III, Inc.	Delayed Draw Term Loan	10/11/2027	3,868	(19)
Real Chemistry Intermediate III, Inc.	Revolver	04/12/2032	4,250	(21)
Redwood Services Group, LLC	Delayed Draw Term Loan	01/03/2027	2,271	(11)
Revalize, Inc.	Revolver	04/16/2029	234	(12)
Ridge Trail US Bidco, Inc.	Delayed Draw Term Loan	03/30/2027	16,890	—
Ridge Trail US Bidco, Inc.	Revolver	03/31/2031	4,110	—
Riskonnect Parent, LLC	Delayed Draw Term Loan	03/01/2026	4,781	—
Riskonnect Parent, LLC	Revolver	12/07/2028	3,320	—
RoadOne IntermodaLogistics	Revolver	12/29/2028	27	(1)
Routeware, Inc.	Delayed Draw Term Loan	09/18/2026	1,926	(6)

110

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment	Fair Value
Routeware, Inc.	Revolver	09/18/2031	409	(1)
Runway Bidco, LLC	Delayed Draw Term Loan	12/17/2026	4,486	(11)
Runway Bidco, LLC	Revolver	12/17/2031	2,243	(6)
SV Newco 2, Inc.	Delayed Draw Term Loan	03/22/2028	306	—
SV Newco 2, Inc.	Revolver	06/02/2031	11,921	(16)
Saturn Borrower, Inc.	Delayed Draw Term Loan	01/24/2027	6,429	(52)
Saturn Borrower, Inc.	Revolver	11/10/2028	2,160	(17)
Securonix, Inc.	Revolver	04/05/2029	5,403	(772)
Sherlock Buyer Corp.	Revolver	12/07/2029	2,978	(94)
Smarsh, Inc.	Delayed Draw Term Loan	01/31/2027	2,142	—
Smarsh, Inc.	Revolver	02/16/2029	986	—
Sonny's Enterprises, LLC	Revolver	08/05/2027	3,331	(94)
Spark Buyer, LLC	Delayed Draw Term Loan	10/15/2026	2,125	(159)
Spark Buyer, LLC	Revolver	10/15/2031	701	(53)
Specialty Pharma III, Inc.	Revolver	12/23/2032	478	(2)
Spectrum Automotive Holdings Corp.	Delayed Draw Term Loan	04/28/2027	2,379	—
Spectrum Automotive Holdings Corp.	Revolver	06/29/2027	378	—
Stepping Stones Healthcare Services, LLC	Delayed Draw Term Loan	04/25/2026	1,813	—
Stepping Stones Healthcare Services, LLC	Revolver	12/30/2026	500	—
Superman Holdings, LLC	Revolver	08/29/2031	3,675	—
Surewerx Purchaser III, Inc.	Delayed Draw Term Loan	06/29/2026	451	(1)
Surewerx Purchaser III, Inc.	Revolver	12/28/2028	999	(2)
Suveto Buyer, LLC	Delayed Draw Term Loan	11/15/2026	593	(1)
Suveto Buyer, LLC	Revolver	09/09/2027	528	—
Sweep Purchaser, LLC	Revolver	06/30/2027	375	—
TA Polaris Buyer, Inc.	Delayed Draw Term Loan	12/12/2028	4,324	(11)
TA Polaris Buyer, Inc.	Revolver	12/13/2032	1,297	(7)
Tamarack Intermediate, LLC	Delayed Draw Term Loan	07/01/2027	2,440	(6)
Tamarack Intermediate, LLC	Revolver	03/12/2029	4,328	(11)
Tank Holding Corp.	Revolver	03/31/2028	1,867	(161)
Thrive Buyer, Inc. (Thrive Networks)	Delayed Draw Term Loan	01/31/2027	5,200	(39)
Thrive Buyer, Inc. (Thrive Networks)	Revolver	02/02/2032	4,818	(36)
Tidi Legacy Products, Inc.	Revolver	12/19/2029	2,132	—
Transit Technologies, LLC	Delayed Draw Term Loan	08/20/2026	2,790	—
Transit Technologies, LLC	Delayed Draw Term Loan	08/20/2027	709	(7)
Transit Technologies, LLC	Revolver	08/20/2030	2,591	—
Trintech, Inc.	Revolver	07/25/2029	3,934	(20)
Triple Lift, Inc.	Revolver	05/05/2028	1,714	(106)
Trunk Acquisition, Inc.	Delayed Draw Term Loan	12/20/2026	326	—
Trunk Acquisition, Inc.	Revolver	02/19/2030	1,071	—
Two Six Labs, LLC	Revolver	08/20/2027	915	—
UHY Advisors, Inc.	Delayed Draw Term Loan	11/22/2026	6,805	—
UHY Advisors, Inc.	Revolver	11/21/2031	1,455	—
UpStack, Inc.	Delayed Draw Term Loan	08/23/2026	1,347	(10)

111

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment	Fair Value
UpStack, Inc.	Revolver	08/25/2031	638	(5)
V Global Holdings, LLC	Revolver	01/02/2029	1,300	(103)
VRC Companies, LLC	Revolver	06/29/2027	915	—
Vamos Bidco, Inc.	Delayed Draw Term Loan	01/30/2027	4,837	(36)
Vamos Bidco, Inc.	Revolver	01/30/2032	1,451	(11)
Vanco Payment Solutions, LLC	Revolver	12/01/2031	175	(2)
Vardiman Black Holdings, LLC	Delayed Draw Term Loan	03/29/2026	66	(6)
Vehlo Purchaser, LLC	Revolver	05/24/2028	360	—
Vensure Employer Services, Inc.	Delayed Draw Term Loan	09/27/2026	508	—
Verdantas, LLC	Delayed Draw Term Loan	11/08/2026	830	—
Verdantas, LLC	Revolver	05/06/2030	2,406	—
Vertex Service Partners, LLC	Delayed Draw Term Loan	10/01/2026	791	(38)
Vertex Service Partners, LLC	Revolver	11/08/2030	1,616	(30)
Vessco Midco Holdings, LLC	Delayed Draw Term Loan	07/24/2026	1,961	(9)
Vessco Midco Holdings, LLC	Delayed Draw Term Loan	05/03/2028	3,123	(8)
Vessco Midco Holdings, LLC	Revolver	07/24/2031	3,771	(17)
Victors Purchaser, LLC	Delayed Draw Term Loan	12/23/2027	2,281	—
Victors Purchaser, LLC	Revolver	12/23/2032	1,714	—
WIPFLI Advisory, LLC	Delayed Draw Term Loan	04/01/2028	2,656	(6)
WIPFLI Advisory, LLC	Revolver	10/01/2032	1,771	(9)
World Insurance Associates, LLC	Revolver	04/03/2030	970	—
YI, LLC	Revolver	12/03/2029	2,795	—
Zarya Intermediate, LLC	Revolver	07/01/2027	3,789	—
eShipping, LLC	Delayed Draw Term Loan	12/23/2027	1,075	(3)
eShipping, LLC	Revolver	12/23/2032	470	(2)
iCIMS, Inc.	Revolver	08/18/2028	448	(3)
mPulse Mobile, Inc.	Delayed Draw Term Loan	08/26/2027	2,788	(28)
mPulse Mobile, Inc.	Revolver	08/26/2032	4,183	(42)
Total First Lien Debt Unfunded Commitments — non-controlled/non-affiliated			$853,548	$(5,775)
First Lien Debt — non-controlled/affiliated
KWOR Acquisition, Inc.	Delayed Draw Term Loan	02/28/2027	3,019	—
KWOR Acquisition, Inc.	Revolver	02/28/2030	2,214	—
Total First Lien Debt Unfunded Commitments — non-controlled/affiliated			$5,233	$—
Total Unfunded Commitments			$858,781	$(5,775)

(19)

As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns, either directly or indirectly, 5% or more of the portfolio company's voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled affiliates for the year ended December 31, 2025 were as follows:


	Fair Value as of December 31, 2024	Gross Additions (b)	Gross Reductions (c)	Net Change in Unrealized Gains (Losses)	Net Realized Gain (Loss)	Fair Value as of December 31, 2025	Interest, Dividend and Other Income
KWOR Acquisition, Inc. (a)	$—	$22,923	$—	$(1,967)	$—	$20,956	$1,954
Total	$—	$22,923	$—	$(1,967)	$—	$20,956	$1,954

(a)

Inclusive of positions titled KWOR Intermediate I, Inc.

(b)

Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, payment-in-kind interest, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

(c)

Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

(20)

As defined in the 1940 Act, the Company is deemed to be a "control person" of the portfolio company as the Company owns, either directly or indirectly, 25% or more of the portfolio company's voting securities ("controlled affiliate"). Transactions related to investments in controlled affiliates as of December 31, 2025 were as follows(1):

112

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2025

(In thousands, except share amounts)


	Fair Value as of December 31, 2024	Gross Additions (a)	Gross Reductions (b)	Net Change in Unrealized Gains (Losses)	Net Realized Gain (Loss)	Fair Value as of December 31, 2025	Interest, Dividend and Other Income
North Haven Keystone, LLC	$—	$85,438	$—	$(162)	$—	$85,276	$1,174
Total	$—	$85,438	$—	$(162)	$—	$85,276	$1,174

(1) Although the Company owns more than 25% of the voting securities of NH Keystone, the Company does not believe that it has control over NH Keystone (other than for purposes of 1940 Act). See Note 4 “Investments”.

(a)

Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, payment-in-kind, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

(b)

Additional Information


Interest Rate Swaps(a)(b)(c)
Counterparty	Hedged Instrument	Company Receives	Company Pays	Maturity Date	Notional Amount	Fair Value	Upfront Payments / Receipts	Change in Unrealized Appreciation (Depreciation)
SMBC Capital Markets, Inc.	Series A 2028 Notes	8.13%	S + 4.88%	03/16/2028	146,000	$(477)	—	$2,043
SMBC Capital Markets, Inc.	Series B 2026 Notes	8.84%	S + 6.12%	08/10/2026	107,000	(578)	—	249
SMBC Capital Markets, Inc.	Series B 2028 Notes	8.88%	S + 5.56%	08/10/2028	128,000	(365)	—	2,143
SMBC Capital Markets, Inc.	Series C 2027 Notes	8.92%	S + 4.49%	03/01/2027	136,500	1,481	—	739
SMBC Capital Markets, Inc.	Series C 2029 Notes	9.07%	S + 4.77%	03/01/2029	163,500	4,128	—	3,189
MUFG Bank, Ltd.	Series D 2027 Notes	6.84%	S + 3.46%	08/05/2027	100,000	(3)	—	856
MUFG Bank, Ltd.	Series D 2029 Notes	6.91%	S + 3.48%	08/05/2029	200,000	(148)	—	3,716
Royal Bank of Canada	2028 Notes	5.38%	S + 2.06%	09/22/2028	300,000	(514)		(514)
					1,281,000	$3,524	$—	$12,421

(a)

Contains a variable rate structure. Bears interest at a rate determined by SOFR (“S”).

(b)

Instrument is used in a hedge accounting relationship. The associated change in fair value is recorded along with the change in fair value of the hedging item within interest expense in the Consolidated Statements of Operations. For further details, see Note 2 “Significant Accounting Policies” and Note 6 “Debt”.

(c)

The Company's interest rate swaps are cleared over-the-counter.

113

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/Shares(4)		Cost (5)			Fair Value			Percentage of Net Assets
Debt Investments
Aerospace & Defense
Jonathan Acquisition Company	(6) (10)	First Lien Debt	S +	5.00%	9.43%	12/22/2026		13,378	$	13,325		$	13,378			0.41	%
Jonathan Acquisition Company	(6) (10) (19)	First Lien Debt	S +	5.00%	9.43%	12/22/2025		343		339			343			0.01
Mantech International CP	(6) (7) (8) (11)	First Lien Debt	S +	5.00%	9.59%	09/14/2029		33,491		33,159			33,491			1.02
Mantech International CP	(6) (11) (19)	First Lien Debt	S +	5.00%	9.59%	09/14/2029		—		(23	)		—			0.00
Mantech International CP	(6) (11) (19)	First Lien Debt	S +	5.00%	9.59%	09/14/2028		—		(40	)		—			0.00
PCX Holding Corp.	(6) (7) (10)	First Lien Debt	S +	6.25%	10.73%	04/22/2027		7,655		7,181			7,135			0.22
PCX Holding Corp.	(6) (7) (10)	First Lien Debt	S +	6.25%	10.73%	04/22/2027		8		7,233			7,185			0.22
PCX Holding Corp.	(6) (10)	First Lien Debt	S +	6.25%	10.73%	04/22/2027		793		745			739			0.02
Two Six Labs, LLC	(6) (7) (11)	First Lien Debt	S +	5.25%	9.90%	08/20/2027		24,792		24,491			24,725			0.76
Two Six Labs, LLC	(6) (11) (19)	First Lien Debt	S +	5.25%	9.59%	08/20/2027		1,804		1,752			1,786			0.05
Two Six Labs, LLC	(6) (11) (19)	First Lien Debt	S +	5.25%	9.59%	08/20/2027		—		(12	)		(0	)		0.00
										88,150			88,780			2.71
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(6) (7) (9) (11)	First Lien Debt	S +	5.75%	10.23%	06/11/2027		52,728		52,162			52,728			1.61
RoadOne IntermodaLogistics	(6) (10)	First Lien Debt	S +	6.25%	10.84%	12/29/2028		1,269		1,243			1,241			0.04
RoadOne IntermodaLogistics	(6) (10)	First Lien Debt	S +	6.25%	10.84%	12/29/2028		116		114			114			0.00
RoadOne IntermodaLogistics	(6) (10) (19)	First Lien Debt	S +	6.25%	10.84%	12/29/2028		58		53			52			0.00
										53,572			54,135			1.65
Automobile Components
Continental Battery Company	(6) (7) (8) (10) (13)	First Lien Debt	S +	7.00% (incl. 4.08% PIK)	11.48%	01/20/2027		12,945		11,732			9,142			0.28
LTI Holdings, Inc.		First Lien Debt	S +	4.75%	9.11%	07/19/2029		2,993		2,985			2,994			0.09
Randy's Holdings, Inc.	(6) (7) (8) (10)	First Lien Debt	S +	5.00%	9.45%	11/01/2029		13,541		13,304			13,541			0.41
Randy's Holdings, Inc.	(6) (10) (19)	First Lien Debt	S +	5.00%	9.45%	11/01/2029		1,266		1,216			1,266			0.04
Randy's Holdings, Inc.	(6) (10) (19)	First Lien Debt	S +	5.00%	9.45%	11/01/2029		626		597			626			0.02
Sonny's Enterprises, LLC	(6) (7) (8) (10)	First Lien Debt	S +	5.50%	10.17%	08/05/2028		52,760		52,210			51,067			1.56
Sonny's Enterprises, LLC	(6) (10) (19)	First Lien Debt	S +	5.50%	10.17%	08/05/2028		6,018		5,901			5,726			0.18
Sonny's Enterprises, LLC	(6) (10) (19)	First Lien Debt	S +	5.50%	10.17%	08/05/2027		1,391		1,310			1,212			0.04
Spectrum Automotive Holdings Corp.	(6) (7) (11)	First Lien Debt	S +	5.25%	9.58%	06/29/2028		9,930		9,854			9,874			0.30
Spectrum Automotive Holdings Corp.	(6) (11) (19)	First Lien Debt	S +	5.25%	9.58%	06/29/2028		2,820		2,792			2,802			0.09
Spectrum Automotive Holdings Corp.	(6) (11) (19)	First Lien Debt	S +	5.25%	9.58%	06/29/2027		—		(3	)		(2	)		0.00
Wheel Pros, LLC		First Lien Debt	S +	4.50%	11.38%	05/11/2028		—		—			—			—
										101,898			98,248			3.00
Automobiles
ARI Network Services, Inc.	(6) (7) (11)	First Lien Debt	S +	5.00%	9.36%	08/28/2026		23,947		23,820			23,840			0.73
ARI Network Services, Inc.	(6) (7) (11)	First Lien Debt	S +	5.00%	9.36%	08/28/2026		1,524		1,524			1,519			0.05
ARI Network Services, Inc.	(6) (11) (19)	First Lien Debt	S +	5.00%	9.36%	08/28/2026		774		770			768			0.02
COP Collisionright Parent, LLC	(6) (7) (9) (10)	First Lien Debt	S +	5.50%	10.09%	01/29/2030		31,005		30,460			30,639			0.94
COP Collisionright Parent, LLC	(6) (10) (19)	First Lien Debt	S +	5.50%	10.09%	01/29/2030		9,083		8,840			8,870			0.27
COP Collisionright Parent, LLC	(6) (10) (19)	First Lien Debt	S +	5.50%	10.09%	01/29/2030		752		667			692			0.02
Drivecentric Holdings, LLC	(6) (7) (11)	First Lien Debt	S +	4.75%	9.27%	08/15/2031		30,441		30,148			30,417			0.93
Drivecentric Holdings, LLC	(6) (11) (19)	First Lien Debt	S +	4.75%	9.27%	08/15/2031		—		(38	)		(3	)		0.00
LeadVenture, Inc.	(6) (11) (19)	First Lien Debt	S +	5.00%	9.36%	08/28/2026		976		959			965			0.03
MajorDrive Holdings IV, LLC	(12)	First Lien Debt	S +	4.00%	8.59%	06/01/2028		2,969		2,972			2,889			0.09

114

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/Shares(4)		Cost (5)			Fair Value			Percentage of Net Assets
Turbo Buyer, Inc.	(6) (7) (10)	First Lien Debt	S +	6.00%	10.48%	12/02/2025		15,930		15,422			15,385			0.47
Turbo Buyer, Inc.	(6) (10)	First Lien Debt	S +	6.00%	10.48%	12/02/2025		2,437		2,382			2,354			0.07
Vehlo Purchaser, LLC	(6) (7) (11)	First Lien Debt	S +	5.25%	9.61%	05/24/2028		8,471		8,399			8,417			0.26
Vehlo Purchaser, LLC	(6) (11) (19)	First Lien Debt	S +	5.25%	9.61%	05/24/2028		2,056		1,824			1,779			0.05
Vehlo Purchaser, LLC	(6) (11) (19)	First Lien Debt	S +	5.25%	9.61%	05/24/2028		—		(3	)		(3	)		(0.00	)
										128,146			128,528			3.93
Biotechnology
GraphPad Software, LLC	(6) (11)	First Lien Debt	S +	4.75%	9.08%	06/30/2031		37,557		37,379			37,557			1.15
GraphPad Software, LLC	(6) (11) (19)	First Lien Debt	S +	4.75%	9.08%	06/30/2031		1,114		1,063			1,114			0.03
GraphPad Software, LLC	(6) (11) (19)	First Lien Debt	S +	4.75%	9.08%	06/30/2031		—		(20	)		—			-
										38,422			38,671			1.18
Building Products
LHS Borrower, LLC	(12)	First Lien Debt	S +	4.75%	9.21%	02/16/2029		3,423		3,353			3,259			0.10
LSF12 Crown US Commercial Bidco, LLC	(14)	First Lien Debt	S +	4.25%	8.63%	12/02/2031		3,000		3,015			2,987			0.09
Project Potter Buyer, LLC	(6) (8) (10)	First Lien Debt	S +	6.00%	10.33%	04/23/2027		10,272		10,272			10,272			0.31
Project Potter Buyer, LLC	(6) (10) (19)	First Lien Debt	S +	6.00%	10.33%	04/23/2026		—		—			—			-
										16,640			16,518			0.50
Chemicals
Olympus Water US Holding Corporation	(12)	First Lien Debt	S +	3.00%	7.34%	06/20/2031		4,706		4,718			4,716			0.14
Tank Holding Corp.	(9) (11)	First Lien Debt	S +	6.00%	10.42%	03/31/2028		53,367		52,514			52,634			1.61
Tank Holding Corp.	(6) (11) (19)	First Lien Debt	S +	6.00%	10.42%	03/31/2028		5,107		4,963			5,079			0.16
Tank Holding Corp.	(11) (19)	First Lien Debt	S +	5.75%	10.42%	03/31/2028		—		(20	)		(37	)		(0.00	)
V Global Holdings, LLC	(6) (7) (8) (11)	First Lien Debt	S +	5.75%	10.42%	12/22/2027		15,916		15,660			15,128			0.46
V Global Holdings, LLC	(6) (11) (19)	First Lien Debt	S +	5.75%	10.42%	12/22/2025		1,299		1,280			1,189			0.04
										79,115			78,709			2.41
Commercial Services & Supplies
365 Retail Markets, LLC	(6) (7) (10)	First Lien Debt	S +	4.75%	9.24%	12/26/2028		7,255		7,255			7,255			0.22
365 Retail Markets, LLC	(6) (7) (10)	First Lien Debt	S +	4.50%	9.24%	12/26/2028		2,328		2,328			2,328			0.07
Allied Universal Holdco, LLC	(12)	First Lien Debt	S +	3.75%	8.21%	05/12/2028		6,789		6,784			6,806			0.21
Atlas Us Finco, Inc.	(6) (7) (8) (10) (15)	First Lien Debt	S +	5.00%	9.63%	12/09/2029		36,465		35,762			36,465			1.11
Atlas Us Finco, Inc.	(6) (10) (15) (19)	First Lien Debt	S +	5.00%	9.63%	12/09/2028		—		(25	)		—			-
Belfor Holdings, Inc.		First Lien Debt	S +	3.75%	8.11%	11/01/2030		1,995		2,012			2,015			0.06
BPG Holdings IV Corp.	(6) (7) (9) (11)	First Lien Debt	S +	6.00%	10.33%	07/29/2029		25,941		24,300			22,335			0.68
Consor Intermediate II, LLC	(6) (11)	First Lien Debt	S +	4.50%	8.83%	05/12/2031		5,813		5,759			5,780			0.18
Consor Intermediate II, LLC	(6) (11) (19)	First Lien Debt	S +	4.50%	8.83%	05/12/2031		—		(24	)		(30	)		(0.00	)
Consor Intermediate II, LLC	(6) (11) (19)	First Lien Debt	S +	4.50%	8.83%	05/12/2031		—		(13	)		(8	)		(0.00	)
CRCI Longhorn Holdings, Inc.	(6) (7) (11)	First Lien Debt	S +	5.00%	9.36%	08/27/2031		8,824		8,738			8,824			0.27
CRCI Longhorn Holdings, Inc.	(6) (11) (19)	First Lien Debt	S +	5.00%	9.36%	08/27/2031		—		(10	)		—			-
CRCI Longhorn Holdings, Inc.	(6) (11) (19)	First Lien Debt	S +	5.00%	9.36%	08/27/2031		662		648			662			0.02
Encore Holdings, LLC	(6) (7) (11)	First Lien Debt	S +	5.25%	9.58%	11/23/2028		9,061		9,011			9,028			0.28
Encore Holdings, LLC	(6) (11) (19)	First Lien Debt	S +	5.25%	9.58%	11/23/2028		18,904		18,774			18,811			0.58
Encore Holdings, LLC	(6) (19)	First Lien Debt	P +	4.00%	11.50%	11/23/2027		—		(14	)		(10	)		(0.00	)
Energy Labs Holdings Corp.	(6) (7) (9) (10)	First Lien Debt	S +	5.00%	9.46%	04/07/2028		7,963		7,888			7,868			0.24
Energy Labs Holdings Corp.	(6) (10) (19)	First Lien Debt	S +	5.00%	9.46%	04/07/2028		1,382		1,353			1,348			0.04
Energy Labs Holdings Corp.	(6) (10) (19)	First Lien Debt	S +	5.00%	9.46%	04/07/2028		—		(19	)		(23	)		(0.00	)

115

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/Shares(4)		Cost (5)			Fair Value			Percentage of Net Assets
FLS Holding, Inc.	(6) (7) (8) (10) (15)	First Lien Debt	S +	5.25%	9.71%	12/15/2028		23,774		22,635			21,240			0.65
FLS Holding, Inc.	(6) (7) (10) (15)	First Lien Debt	S +	5.25%	9.71%	12/15/2028		5,574		5,307			4,980			0.15
FLS Holding, Inc.	(6) (10) (15) (19)	First Lien Debt	S +	5.25%	9.71%	12/17/2027		1,138		1,037			895			0.03
Ground Penetrating Radar Systems, LLC	(6) (7) (10)	First Lien Debt	S +	5.25%	9.77%	04/02/2031		14,030		13,835			14,030			0.43
Ground Penetrating Radar Systems, LLC	(6) (10) (19)	First Lien Debt	S +	5.25%	9.77%	04/02/2031		—		(36	)		—			—
Ground Penetrating Radar Systems, LLC	(6) (19)	First Lien Debt	P +	4.25%	11.75%	04/02/2031		223		199			223			0.01
Helios Service Partners, LLC	(6) (10)	First Lien Debt	S +	5.00%	9.59%	03/19/2027		12,311		12,112			12,307			0.38
Helios Service Partners, LLC	(6) (10) (19)	First Lien Debt	S +	5.00%	9.59%	03/19/2027		20,148		19,732			20,072			0.61
Helios Service Partners, LLC	(6) (10) (19)	First Lien Debt	S +	5.00%	9.59%	03/19/2027		—		(59	)		(1	)		0.00
Hercules Borrower, LLC	(6) (11) (19)	First Lien Debt	S +	5.25%	9.68%	12/15/2026	C$	3,167		3,025			2,963			0.09
HSI Halo Acquisition, Inc.	(6) (8) (11)	First Lien Debt	S +	5.00%	9.59%	06/30/2031		19,022		18,842			19,022			0.58
HSI Halo Acquisition, Inc.	(6) (11) (19)	First Lien Debt	S +	5.00%	9.59%	06/30/2031		788		767			788			0.02
HSI Halo Acquisition, Inc.	(6) (11) (19)	First Lien Debt	S +	5.00%	9.59%	06/28/2030		—		(28	)		—			—
Iris Buyer, LLC	(6) (7) (10) (15)	First Lien Debt	S +	6.25%	10.84%	10/02/2030		19,977		19,565			19,977			0.61
Iris Buyer, LLC	(6) (10) (19) (15)	First Lien Debt	S +	6.25%	10.84%	10/02/2030		1,884		1,834			1,884			0.06
Iris Buyer, LLC	(6) (10) (19) (15)	First Lien Debt	S +	6.25%	10.84%	10/02/2029		—		(54	)		—			—
Orion Group Holdco, LLC	(6) (19)	First Lien Debt	S +	5.00%	9.59%	03/19/2027		—		(16	)		(16	)		0.00
Procure Acquireco, Inc. (Procure Analytics)	(6) (7) (11)	First Lien Debt	S +	5.00%	9.49%	12/20/2028		15,397		15,397			15,397			0.47
Procure Acquireco, Inc. (Procure Analytics)	(6) (11) (19)	First Lien Debt	S +	4.75%	9.49%	12/20/2028		761		756			756			0.02
Procure Acquireco, Inc. (Procure Analytics)	(6) (11) (19)	First Lien Debt	S +	4.75%	9.49%	12/20/2028		—		—			—			—
Pye-Barker Fire & Safety, LLC	(6) (11)	First Lien Debt	S +	4.50%	8.83%	05/26/2031		18,135		18,135			18,135			0.55
Pye-Barker Fire & Safety, LLC	(6) (11) (19)	First Lien Debt	S +	4.50%	8.83%	05/26/2031		2,585		2,538			2,585			0.08
Pye-Barker Fire & Safety, LLC	(6) (11) (19)	First Lien Debt	S +	4.50%	8.83%	05/24/2030		314		291			314			0.01
Routeware, Inc.	(6) (7) (10)	First Lien Debt	S +	5.25%	9.60%	09/18/2031		4,773		4,726			4,773			0.15
Routeware, Inc.	(6) (10) (19)	First Lien Debt	S +	5.25%	9.60%	09/18/2031		—		(11	)		—			—
Routeware, Inc.	(6) (10) (19)	First Lien Debt	S +	5.25%	9.60%	09/18/2031		—		(5	)		—			—
Sherlock Buyer Corp.	(6) (7) (8) (10)	First Lien Debt	S +	5.75%	10.18%	12/08/2028		25,100		25,011			25,100			0.77
Sherlock Buyer Corp.	(6) (10) (19)	First Lien Debt	S +	5.75%	10.18%	12/08/2027		—		(8	)		—			—
SITEL Worldwide Corporation	(12)	First Lien Debt	S +	3.75%	8.22%	08/28/2028		4,850		4,861			3,237			0.10
Surewerx Purchaser III, Inc.	(6) (7) (8) (11) (15)	First Lien Debt	S +	5.25%	9.58%	12/28/2029		4,039		3,992			4,039			0.12
Surewerx Purchaser III, Inc.	(6) (11) (15)	First Lien Debt	C +	5.25%	8.42%	12/28/2029	C$	2,617		1,888			1,820			0.06
Surewerx Purchaser III, Inc.	(6) (11) (15) (19)	First Lien Debt	S +	5.25%	9.58%	12/28/2029		—		(6	)		—			—
Surewerx Purchaser III, Inc.	(6) (11) (15)	First Lien Debt	C +	5.25%	9.58%	12/28/2028	C$	710		678			695			0.02
Sweep Midco, LLC	(6) (7) (18)	Second Lien Debt				03/12/2034		1,086		543			703			0.02
Sweep Midco, LLC	(6) (7) (18)	Second Lien Debt				03/12/2036		3,156		—			—			—
Sweep Purchaser, LLC	(6) (7) (10)	First Lien Debt	S +	5.75% PIK	10.24%	06/30/2027		3,986		3,986			3,986			0.12
Sweep Purchaser, LLC	(6) (7) (10)	First Lien Debt	S +	5.75%	10.24%	06/30/2027		2,050		2,050			2,050			0.06
Sweep Purchaser, LLC	(6) (10) (19)	First Lien Debt	S +	5.75%	10.24%	06/30/2027		—		—			—			—
Tamarack Intermediate, LLC	(6) (7) (11)	First Lien Debt	S +	5.75%	10.30%	03/13/2028		22,742		22,442			22,742			0.70
Tamarack Intermediate, LLC	(6) (11)	First Lien Debt	S +	5.75%	10.30%	03/13/2028		2,231		2,188			2,231			0.07
Tamarack Intermediate, LLC	(6) (11) (19)	First Lien Debt	S +	5.75%	10.30%	03/13/2028		—		(42	)		—			—
Tempo Acquisition, LLC	(12)	First Lien Debt	S +	2.25%	6.61%	08/31/2028		3,987		4,000			3,999			0.12
Transit Technologies, LLC	(6) (11)	First Lien Debt	S +	4.75%	9.51%	08/20/2031		12,091		11,975			12,091			0.37
Transit Technologies, LLC	(6) (11) (19)	First Lien Debt	S +	4.75%	9.51%	08/20/2031		—		(20	)		—			—
Transit Technologies, LLC	(6) (11) (19)	First Lien Debt	S +	4.75%	9.51%	08/20/2030		—		(24	)		—			—

116

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/Shares(4)		Cost (5)			Fair Value			Percentage of Net Assets
TruGreen Limited Partnership	(11)	First Lien Debt	S +	4.00%	8.46%	11/02/2027		4,848		4,821			4,709			0.14
Vensure Employer Services, Inc.	(6) (7) (12)	First Lien Debt	S +	5.00%	9.33%	09/29/2031		25,909		25,660			25,909			0.79
Vensure Employer Services, Inc.	(6) (12) (19)	First Lien Debt	S +	5.00%	9.33%	09/29/2031		1,003		963			1,003			0.03
VRC Companies, LLC	(6) (7) (8) (10)	First Lien Debt	S +	5.75%	10.27%	06/29/2027		50,360		50,128			50,360			1.54
VRC Companies, LLC	(6) (10)	First Lien Debt	S +	5.75%	10.27%	06/29/2027		47,594		47,072			47,594			1.45
VRC Companies, LLC	(6) (10) (19)	First Lien Debt	S +	5.75%	10.27%	06/29/2027		—		—			—			—
										503,189			502,046			15.35
Construction & Engineering
Arcoro Holdings Corp.	(6) (10)	First Lien Debt	S +	5.50%	9.83%	03/28/2030		57,104		56,071			56,688			1.73
Arcoro Holdings Corp.	(6) (10) (19)	First Lien Debt	S +	5.50%	9.83%	03/28/2030		—		(150	)		(63	)		0.00
Artera Services, LLC	(14)	First Lien Debt	S +	4.50%	8.83%	02/15/2031		1,995		1,978			1,975			0.06
Centuri Group, Inc.	(12)	First Lien Debt	S +	2.50%	6.96%	08/27/2028		1,897		1,896			1,904			0.06
KPSKY Acquisition, Inc.	(6) (7) (8) (11)	First Lien Debt	S +	5.50%	10.19%	10/19/2028		20,749		19,883			18,348			0.56
KPSKY Acquisition, Inc.	(6) (7) (11)	First Lien Debt	S +	5.50%	10.19%	10/19/2028		16,535		16,165			14,622			0.45
LJ Avalon Holdings, LLC	(6) (10)	First Lien Debt	S +	5.00%	9.53%	02/01/2030		2,944		2,874			2,944			0.09
LJ Avalon Holdings, LLC	(6) (10) (19)	First Lien Debt	S +	5.00%	9.53%	02/01/2030		1,205		1,167			1,205			0.04
LJ Avalon Holdings, LLC	(6) (10) (19)	First Lien Debt	S +	5.00%	9.53%	02/01/2029		—		(10	)		—			—
Superman Holdings, LLC	(6) (7) (11)	First Lien Debt	S +	4.50%	8.86%	08/29/2031		25,394		25,271			25,394			0.78
Superman Holdings, LLC	(6) (11) (19)	First Lien Debt	S +	4.50%	8.86%	08/29/2031		—		(20	)		—			—
Superman Holdings, LLC	(6) (11) (19)	First Lien Debt	S +	4.50%	8.86%	08/29/2031		—		(17	)		—			—
										125,108			123,017			3.76
Consumer Staples Distribution & Retail
PDI TA Holdings, Inc.	(6) (7) (11)	First Lien Debt	S +	5.50%	10.09%	02/03/2031		36,878		36,568			36,686			1.12
PDI TA Holdings, Inc.	(6) (11) (19)	First Lien Debt	S +	5.50%	10.09%	02/03/2031		4,793		4,715			4,749			0.15
PDI TA Holdings, Inc.	(6) (11) (19)	First Lien Debt	S +	5.50%	10.09%	02/03/2031		—		(32	)		(20	)		0.00
										41,251			41,415			1.27
Containers & Packaging
Berlin Packaging, LLC		First Lien Debt	S +	3.75%	8.05%	06/07/2031		3,980		3,980			4,000			0.12
BP Purchaser, LLC	(6) (7) (8) (11)	First Lien Debt	S +	5.50%	10.16%	12/11/2028		32,716		31,266			30,341			0.93
Clydesdale Acquisition Holdings, Inc.	(12)	First Lien Debt	S +	3.18%	7.53%	04/13/2029		3,303		3,306			3,306			0.10
FORTIS Solutions Group, LLC	(6) (7) (11)	First Lien Debt	S +	5.50%	9.93%	10/13/2028		20,986		20,899			20,986			0.64
FORTIS Solutions Group, LLC	(6) (11)	First Lien Debt	S +	5.50%	9.93%	10/13/2028		1,029		970			1,029			0.03
FORTIS Solutions Group, LLC	(6) (11) (19)	First Lien Debt	S +	5.50%	9.93%	10/15/2027		630		624			630			0.02
Proampac PG Borrower, LLC	(11)	First Lien Debt	S +	4.00%	8.60%	09/15/2028		2,965		2,979			2,971			0.09
										64,024			63,263			1.93
Distributors
48Forty Solutions, LLC	(6) (7) (9) (10)	First Lien Debt	S +	6.00% (incl. 4.00% PIK)	10.65%	11/30/2029		45,825		44,370			29,608			0.91
48Forty Solutions, LLC	(6) (10) (19)	First Lien Debt	S +	6.00% (incl. 4.00% PIK)	10.65%	11/30/2029		3,061		2,841			542			0.02
ABB Concise Optical Group, LLC	(6) (8) (11)	First Lien Debt	S +	7.50%	11.98%	02/23/2028		17,008		16,749			15,898			0.49
Avalara, Inc.	(6) (7) (9) (11)	First Lien Debt	S +	6.25%	10.58%	10/19/2028		22,421		22,158			22,421			0.69
Avalara, Inc.	(6) (19)	First Lien Debt	S +	6.25%	10.58%	10/19/2028		—		(24	)		—			—
Bradyplus Holdings, LLC	(6) (7) (8) (9) (10)	First Lien Debt	S +	5.00%	9.52%	10/31/2029		44,408		43,673			44,408			1.36
Bradyplus Holdings, LLC	(6) (10) (19)	First Lien Debt	S +	5.00%	9.52%	10/31/2029		281		260			281			0.01
PT Intermediate Holdings III, LLC	(6) (7) (8) (11)	First Lien Debt	S +	5.00% (incl. 1.75% PIK)	9.33%	04/09/2030		60,057		59,432			60,057			1.84
PT Intermediate Holdings III, LLC	(6) (11) (19)	First Lien Debt	S +	5.00% (incl. 1.75% PIK)	9.33%	04/09/2030		—		(6	)		—			—

117

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/Shares(4)		Cost (5)			Fair Value			Percentage of Net Assets
										189,453			173,215			5.30
Diversified Consumer Services
Any Hour, LLC	(6)	First Lien Debt	S +	5.00%	9.33%	05/23/2030		11,802		11,639			11,677			0.36
Any Hour, LLC	(6) (19)	First Lien Debt	S +	5.00%	9.33%	05/23/2030		334		309			298			0.01
Any Hour, LLC	(6) (19)	First Lien Debt	S +	5.00%	9.33%	05/23/2030		831		808			813			0.02
Any Hour, LLC	(6)	Other Debt		13.00% PIK	13.00%	05/23/2031		3,186		3,130			3,152			0.10
Apex Service Partners, LLC	(6) (7) (8) (9) (10)	First Lien Debt	S +	5.00%	9.51%	10/24/2030		72,104		71,109			72,104			2.20
Apex Service Partners, LLC	(6) (10)	First Lien Debt	S +	5.00%	9.51%	10/24/2030		17,166		16,886			17,166			0.52
Apex Service Partners, LLC	(6) (10) (19)	First Lien Debt	S +	5.00%	9.51%	10/24/2029		3,866		3,793			3,866			0.12
Ascend Partner Services, LLC	(12)	First Lien Debt	S +	4.50%	7.96%	12/11/2028		4,856		4,850			4,877			0.15
Assembly Intermediate, LLC	(6) (7) (10)	First Lien Debt	S +	5.25%	9.58%	10/19/2027		8,889		8,518			8,889			0.27
Assembly Intermediate, LLC	(6) (10)	First Lien Debt	S +	5.25%	9.58%	10/19/2027		1,778		1,702			1,778			0.05
Assembly Intermediate, LLC	(6) (10) (19)	First Lien Debt	S +	5.25%	9.58%	10/19/2027		—		(36	)		—			—
Eclipse Buyer, Inc.	(6) (7) (12)	First Lien Debt	S +	4.75%	9.26%	09/08/2031		8,362		8,281			8,362			0.26
Eclipse Buyer, Inc.	(6) (12) (19)	First Lien Debt	S +	4.75%	9.26%	09/08/2031		—		(7	)		—			—
Eclipse Buyer, Inc.	(6) (12) (19)	First Lien Debt	S +	4.75%	9.26%	09/06/2031		—		(7	)		—			—
Essential Services Holding Corporation	(6) (8) (11)	First Lien Debt	S +	5.00%	9.65%	06/17/2031		18,624		18,448			18,624			0.57
Essential Services Holding Corporation	(6) (11) (19)	First Lien Debt	S +	5.00%	9.65%	06/17/2031		—		(24	)		—			—
Essential Services Holding Corporation	(6) (11) (19)	First Lien Debt	S +	5.00%	9.65%	06/17/2030		—		(29	)		—			—
EVDR Purchaser, Inc.	(6) (11)	First Lien Debt	S +	5.50%	9.86%	02/14/2031		41,498		40,749			41,498			1.27
EVDR Purchaser, Inc.	(6) (11) (19)	First Lien Debt	S +	5.50%	9.86%	02/14/2031		—		(104	)		—			—
EVDR Purchaser, Inc.	(6) (11) (19)	First Lien Debt	S +	5.50%	9.86%	02/14/2031		1,195		1,070			1,195			0.04
FPG Intermediate Holdco, LLC	(6) (10) (13)	First Lien Debt	S +	6.75% (incl. 5.75% PIK)	11.09%	03/05/2027		7,557		7,437			6,013			0.18
FPG Intermediate Holdco, LLC	(6) (10) (13) (19)	First Lien Debt	S +	6.75% (incl. 5.75% PIK)	11.09%	03/05/2027		184		184			184			0.01
Heartland Home Services	(6) (11)	First Lien Debt	S +	5.75%	10.18%	12/15/2026		23,109		22,910			21,905			0.67
KUEHG Corp.	(12)	First Lien Debt	S +	3.25%	7.84%	06/12/2030		1,861		1,869			1,878			0.06
Lightspeed Solution, LLC	(6) (7) (8) (11)	First Lien Debt	S +	6.50% (incl. 2.17% PIK)	10.86%	03/01/2028		20,499		20,318			20,499			0.63
Lightspeed Solution, LLC	(6) (11)	First Lien Debt	S +	6.50% (incl. 2.17% PIK)	10.86%	03/01/2028		1,352		1,339			1,352			0.04
LUV Car Wash Group, LLC	(6) (7) (8) (10)	First Lien Debt	S +	7.00%	11.74%	12/09/2026		9,971		9,934			9,971			0.30
Magnolia Wash Holdings	(6) (7) (10)	First Lien Debt	S +	6.50%	11.36%	07/14/2028		9,804		9,574			8,892			0.27
Magnolia Wash Holdings	(6) (10)	First Lien Debt	S +	6.50%	11.36%	07/14/2028		2,078		2,029			1,885			0.06
Magnolia Wash Holdings	(6) (10) (19)	First Lien Debt	S +	6.50%	11.36%	07/14/2028		262		252			218			0.01
Project Accelerate Parent, LLC	(6) (11)	First Lien Debt	S +	5.25%	9.61%	02/24/2031		33,519		33,214			33,519			1.02
Project Accelerate Parent, LLC	(6) (11) (19)	First Lien Debt	S +	5.25%	9.61%	02/24/2031		—		(42	)		—			—
Spring Education Group, Inc.		First Lien Debt	S +	4.00%	8.33%	10/04/2030		3,960		3,973			3,980			0.12
Vertex Service Partners, LLC	(6) (7) (9) (11)	First Lien Debt	S +	5.75%	10.11%	11/08/2030		9,826		9,612			9,826			0.30
Vertex Service Partners, LLC	(6) (11) (19)	First Lien Debt	S +	5.75%	10.11%	11/08/2030		18,964		18,540			18,958			0.58
Vertex Service Partners, LLC	(6) (11) (19)	First Lien Debt	S +	5.75%	10.11%	11/08/2030		2,273		2,220			2,273			0.07
Wand NewCo 3, Inc.		First Lien Debt	S +	3.25%	7.61%	01/30/2031		5,867		5,881			5,885			0.18
										340,329			341,537			10.44
Electric Utilities
Kohler Energy Co, LLC		First Lien Debt	S +	3.75%	8.11%	05/01/2031		4,591		4,631			4,580			0.14
Electrical Equipment
Spark Buyer, LLC	(6) (7) (11)	First Lien Debt	S +	5.25%	9.77%	10/15/2031		5,313		5,235			5,235			0.16
Spark Buyer, LLC	(6) (11) (19)	First Lien Debt	S +	5.25%	9.77%	10/15/2031		—		(16	)		(16	)		0.00

118

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/Shares(4)		Cost (5)			Fair Value			Percentage of Net Assets
Spark Buyer, LLC	(6) (11) (19)	First Lien Debt	S +	5.25%	9.77%	10/15/2031		—		(15	)		(15	)		0.00
										5,204			5,204			0.16
Electronic Equipment, Instruments & Components
Abracon Group Holdings, LLC	(6) (7) (8) (11)	First Lien Debt	S +	6.60% (incl. 4.60% PIK)	11.30%	07/06/2028		28,077		27,329			20,825			0.64
Abracon Group Holdings, LLC	(6) (11)	First Lien Debt	S +	6.60% (incl. 4.60% PIK)	11.30%	07/06/2028		1,858		1,810			1,378			0.04
Chamberlain Group, Inc.	(12)	First Lien Debt	S +	3.25%	7.71%	11/03/2028		5,860		5,852			5,887			0.18
DG Investment Intermediate Holdings 2, Inc.	(11)	First Lien Debt	S +	3.75%	8.22%	03/31/2028		4,369		4,371			4,404			0.13
Dwyer Instruments, Inc.	(6) (7) (9) (11)	First Lien Debt	S +	4.75%	9.15%	07/20/2029		54,471		53,758			54,318			1.66
Dwyer Instruments, Inc.	(6) (11) (19)	First Lien Debt	S +	4.75%	9.15%	07/20/2029		23,757		23,366			23,747			0.73
Dwyer Instruments, Inc.	(6) (11) (19)	First Lien Debt	S +	4.75%	9.15%	07/20/2029		—		(60	)		—			—
Infinite Bidco, LLC	(6) (9) (12)	First Lien Debt	S +	6.25%	10.77%	03/02/2028		9,162		9,070			9,162			0.28
Infinite Bidco, LLC	(7) (12)	Second Lien Debt	S +	7.00%	11.85%	03/02/2029		12,800		11,168			11,264			0.34
Infinite Bidco, LLC	(6) (12)	Second Lien Debt	S +	7.00%	11.59%	03/02/2029		4,000		3,500			3,395			0.10
Magneto Components Buyco, LLC	(6) (7) (8) (9) (11)	First Lien Debt	S +	6.00% (incl. 1.50% PIK)	10.33%	12/05/2030		48,174		47,401			47,846			1.46
Magneto Components Buyco, LLC	(6) (11) (19)	First Lien Debt	S +	6.00% (incl. 1.50% PIK)	10.33%	12/05/2030		—		(74	)		(65	)		0.00
Magneto Components Buyco, LLC	(6) (11) (19)	First Lien Debt	S +	6.00% (incl. 1.50% PIK)	10.33%	12/05/2029		—		(119	)		(54	)		0.00
NSi Holdings, Inc.	(6) (8) (11)	First Lien Debt	S +	5.00%	9.36%	11/15/2031		22,842		22,617			22,617			0.69
NSi Holdings, Inc.	(6) (11) (19)	First Lien Debt	S +	5.00%	9.36%	11/15/2031		—		(19	)		(19	)		0.00
NSi Holdings, Inc.	(6) (11) (19)	First Lien Debt	S +	5.00%	9.36%	11/15/2031		—		(40	)		(40	)		0.00
										209,930			204,665			6.26
Entertainment
Renaissance Holding Corp.	(12)	First Lien Debt	S +	4.00%	8.36%	04/05/2030		2,960		2,961			2,951			0.09
Financial Services
Applitools, Inc.	(6) (7) (11) (15)	First Lien Debt	S +	6.25% PIK	10.58%	05/25/2029		14,855		14,696			14,727			0.45
Applitools, Inc.	(6) (11) (15) (19)	First Lien Debt	S +	6.25%	10.58%	05/25/2028		—		(18	)		(14	)		0.00
Boost Newco Borrower, LLC		First Lien Debt	S +	2.50%	6.83%	01/31/2031		7,481		7,507			7,511			0.23
Cerity Partners, LLC	(6) (7) (8) (11)	First Lien Debt	S +	5.25%	9.76%	07/30/2029		3,525		3,485			3,525			0.11
Cerity Partners, LLC	(6) (11) (19)	First Lien Debt	S +	5.25%	9.76%	07/30/2029		7,739		7,631			7,739			0.24
Cerity Partners, LLC	(6) (11) (19)	First Lien Debt	S +	5.25%	9.76%	07/30/2029		—		(6	)		—			—
GC Waves Holdings, Inc.	(6) (11)	First Lien Debt	S +	4.75%	9.21%	10/04/2030		27,567		27,024			27,358			0.84
GC Waves Holdings, Inc.	(6) (11) (19)	First Lien Debt	S +	4.75%	9.21%	10/04/2030		2,418		1,932			2,265			0.07
GC Waves Holdings, Inc.	(6) (11) (19)	First Lien Debt	S +	4.75%	9.21%	10/04/2030		—		(28	)		(13	)		0.00
MAI Capital Management Intermediate, LLC	(6) (7) (11)	First Lien Debt	S +	4.75%	9.08%	08/29/2031		4,632		4,587			4,632			0.14
MAI Capital Management Intermediate, LLC	(6) (11) (19)	First Lien Debt	S +	4.75%	9.08%	08/29/2031		866		849			866			0.03
MAI Capital Management Intermediate, LLC	(6) (11) (19)	First Lien Debt	S +	4.75%	9.08%	08/29/2031		138		128			138			0.00
PMA Parent Holdings, LLC	(6) (7) (11)	First Lien Debt	S +	5.50%	9.83%	01/31/2031		3,410		3,360			3,360			0.10
PMA Parent Holdings, LLC	(6) (11) (19)	First Lien Debt	S +	5.50%	9.83%	01/31/2031		—		(4	)		(4	)		0.00
RFS Opco, LLC	(6) (12)	First Lien Debt	S +	4.75%	9.08%	04/04/2031		16,958		16,801			16,891			0.52
RFS Opco, LLC	(6) (12) (19)	First Lien Debt	S +	3.50%	7.83%	04/04/2029		4,680		4,459			4,579			0.14
SitusAMC Holdings Corp.	(6) (11)	First Lien Debt	S +	5.50%	9.93%	12/22/2027		15,768		15,720			15,768			0.48
Smarsh, Inc.	(6) (7) (11)	First Lien Debt	S +	5.75%	10.08%	02/16/2029		8,571		8,514			8,571			0.26
Smarsh, Inc.	(6) (11) (19)	First Lien Debt	S +	5.75%	10.08%	02/16/2029		1,071		1,061			1,071			0.03
Smarsh, Inc.	(6) (11) (19)	First Lien Debt	S +	5.75%	10.08%	02/16/2029		214		211			214			0.01
Trintech, Inc.	(6) (7) (8) (10)	First Lien Debt	S +	5.50%	9.86%	07/25/2029		69,935		68,745			68,914			2.11
Trintech, Inc.	(6) (10) (19)	First Lien Debt	S +	5.50%	9.86%	07/25/2029		1,735		1,637			1,646			0.05

119

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/Shares(4)		Cost (5)			Fair Value			Percentage of Net Assets
										188,291			189,744			5.80
Food Products
Familia Intermediate Holdings I Corp. (Teasdale Latin Foods)	(6) (17)	Other Debt		16.25% PIK	16.25%	06/18/2026		500		277			295			0.01
Teasdale Foods, Inc. (Teasdale Latin Foods)	(6) (7) (10)	First Lien Debt	S +	6.25%	10.99%	12/18/2025		3,604		3,482			3,501			0.11
										3,759			3,796			0.12
Ground Transportation
PODS, LLC	(11)	First Lien Debt	S +	3.00%	7.85%	03/31/2028		4,850		4,853			4,525			0.14
SV Newco 2, Inc.	(6) (11) (15)	First Lien Debt	S +	4.75%	9.26%	06/02/2031		35,194		34,698			34,916			1.07
SV Newco 2, Inc.	(6) (11) (15) (19)	First Lien Debt	S +	4.75%	9.26%	06/02/2031		—		(152	)		(174	)		(0.01	)
SV Newco 2, Inc.	(6) (11) (15) (19)	First Lien Debt	S +	4.75%	9.26%	06/02/2031		—		(182	)		(105	)		0.00
										39,217			39,162			1.20
Health Care Equipment & Supplies
Journey Personal Care Corp.	(11)	First Lien Debt	S +	3.75%	8.11%	03/01/2028		4,964		4,909			4,959			0.15
Medline Borrower, LP	(12)	First Lien Debt	S +	2.25%	6.61%	10/23/2028		6,684		6,686			6,702			0.20
Performance Health & Wellness	(6) (7) (10)	First Lien Debt	S +	5.75%	10.21%	07/12/2027		4,028		4,028			4,028			0.12
PerkinElmer U.S., LLC	(6) (7) (9) (10)	First Lien Debt	S +	5.00%	9.34%	03/13/2029		27,379		26,777			27,185			0.83
Tidi Legacy Products, Inc.	(6) (7) (9) (10)	First Lien Debt	S +	5.25%	9.61%	12/19/2029		11,140		10,952			11,120			0.34
Tidi Legacy Products, Inc.	(6) (10) (19)	First Lien Debt	S +	5.25%	9.61%	12/19/2029		—		(24	)		(5	)		0.00
Tidi Legacy Products, Inc.	(6) (10) (19)	First Lien Debt	S +	5.25%	9.61%	12/19/2029		—		(35	)		(4	)		0.00
YI, LLC	(6) (7) (9) (10)	First Lien Debt	S +	5.75%	10.39%	12/03/2029		17,709		17,407			17,709			0.54
YI, LLC	(6) (10) (19)	First Lien Debt	S +	5.75%	10.39%	12/03/2029		—		(30	)		—			—
YI, LLC	(6) (10) (19)	First Lien Debt	S +	5.75%	10.39%	12/03/2029		—		(45	)		—			—
										70,625			71,694			2.19
Health Care Providers & Services
Advarra Holdings, Inc.	(6) (9) (11)	First Lien Debt	S +	4.50%	8.86%	09/15/2031		12,915		12,683			12,855			0.39
Advarra Holdings, Inc.	(6) (11) (19)	First Lien Debt	S +	4.50%	8.86%	09/15/2031		—		(3	)		—			—
CHG Healthcare Services, Inc.	(12)	First Lien Debt	S +	3.00%	7.40%	09/29/2028		4,850		4,861			4,862			0.15
CNT Holdings I Corp.	(11)	First Lien Debt	S +	3.50%	8.09%	11/08/2027		4,850		4,860			4,876			0.15
DCA Investment Holdings, LLC	(6) (11)	First Lien Debt	S +	6.50%	10.77%	04/03/2028		49,833		49,294			49,449			1.51
DCA Investment Holdings, LLC	(6) (11)	First Lien Debt	S +	6.50%	10.77%	04/03/2028		3,827		3,779			3,797			0.12
Electron BidCo, Inc.	(12)	First Lien Debt	S +	2.75%	7.11%	11/01/2028		6,860		6,866			6,880			0.21
Ensemble RCM, LLC		First Lien Debt	S +	3.00%	7.59%	08/01/2029		4,618		4,627			4,647			0.14
Gateway US Holdings, Inc.	(6) (7) (8) (11) (15)	First Lien Debt	S +	4.75%	9.08%	09/22/2028		11,899		11,840			11,899			0.36
Gateway US Holdings, Inc.	(6) (11) (15) (19)	First Lien Debt	S +	4.75%	9.08%	09/22/2028		3,355		3,327			3,343			0.10
Gateway US Holdings, Inc.	(6) (11) (15) (19)	First Lien Debt	S +	4.75%	9.08%	09/22/2028		—		(3	)		—			—
Heartland Veterinary Partners, LLC	(6) (7) (8) (10)	First Lien Debt	S +	4.75%	9.47%	12/10/2026		6,328		6,317			6,328			0.19
Heartland Veterinary Partners, LLC	(6) (7) (10)	Second Lien Debt		14.50% (incl. 7.00% PIK)	14.50%	12/10/2027		759		754			759			0.02
Heartland Veterinary Partners, LLC	(6) (7) (10)	First Lien Debt	S +	4.75%	9.47%	12/10/2026		14,329		14,305			14,329			0.44
Heartland Veterinary Partners, LLC	(6) (10)	Second Lien Debt		14.50% (incl. 7.00% PIK)	14.50%	12/10/2027		295		293			295			0.01
Heartland Veterinary Partners, LLC	(6) (10) (19)	First Lien Debt	S +	4.75%	9.47%	12/10/2026		—		(2	)		—			—
iCIMS, Inc.	(6) (11)	First Lien Debt	S +	5.75%	10.38%	08/18/2028		16,989		16,848			16,989			0.52
iCIMS, Inc.	(6) (11) (19)	First Lien Debt	S +	5.75%	10.38%	08/18/2028		123		120			123			0.00
Imagine 360, LLC	(6) (8) (11)	First Lien Debt	S +	4.75%	9.10%	10/02/2028		13,332		13,207			13,332			0.41
Imagine 360, LLC	(6) (11) (19)	First Lien Debt	S +	4.75%	9.10%	10/02/2028		—		(9	)		—			—
Imagine 360, LLC	(6) (11) (19)	First Lien Debt	S +	4.75%	9.10%	10/02/2028		—		(11	)		—			—

120

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/Shares(4)		Cost (5)			Fair Value			Percentage of Net Assets
Intelerad Medical Systems Incorporated	(6) (10) (15)	First Lien Debt	S +	6.50%	11.24%	08/21/2026		9,420		9,265			9,127			0.28
Intelerad Medical Systems Incorporated	(6) (10) (15)	First Lien Debt	S +	6.50%	11.24%	08/21/2026		650		643			630			0.02
Invictus Buyer, LLC	(6) (11)	First Lien Debt	S +	4.75%	9.08%	06/03/2031		6,060		6,003			6,042			0.18
Invictus Buyer, LLC	(6) (11) (19)	First Lien Debt	S +	4.75%	9.08%	06/03/2031		—		(12	)		(7	)		0.00
Invictus Buyer, LLC	(6) (11) (19)	First Lien Debt	S +	4.75%	9.08%	06/03/2031		—		(9	)		(3	)		0.00
Medical Solutions Holdings, Inc.	(12)	First Lien Debt	S +	3.50%	8.19%	11/01/2028		5,353		5,350			3,755			0.11
Midwest Physician Administrative Services, LLC	(11)	First Lien Debt	S +	3.00%	7.59%	03/12/2028		3,879		3,874			3,660			0.11
National Mentor Holdings, Inc.	(11)	First Lien Debt	S +	3.75%	8.20%	03/02/2028		2,720		2,706			2,691			0.08
Pacific Dental Services, LLC		First Lien Debt	S +	2.75%	7.13%	03/15/2031		2,978		2,988			2,995			0.09
Pareto Health Intermediate Holdings, Inc.	(6) (9) (10)	First Lien Debt	S +	5.00%	9.33%	06/01/2030		91,193		89,683			91,193			2.79
Pareto Health Intermediate Holdings, Inc.	(6) (10) (19)	First Lien Debt	S +	5.00%	9.33%	06/01/2029		—		(157	)		—			—
PPV Intermediate Holdings, LLC	(6) (9) (11)	First Lien Debt	S +	5.75%	10.26%	08/31/2029		27,708		26,863			27,686			0.85
PPV Intermediate Holdings, LLC	(6) (11)	First Lien Debt	S +	6.00%	10.52%	08/31/2029		26,490		26,301			26,490			0.81
Promptcare Infusion Buyer, Inc.	(6) (7) (10)	First Lien Debt	S +	6.00%	10.44%	09/01/2027		3,810		3,792			3,760			0.11
Promptcare Infusion Buyer, Inc.	(6) (10)	First Lien Debt	S +	6.00%	10.44%	09/01/2027		593		591			586			0.02
Raven Acquisition Holdings, LLC	(14) (15)	First Lien Debt	S +	3.25%	7.61%	11/19/2031		4,667		4,644			4,674			0.14
Raven Acquisition Holdings, LLC	(14) (15) (19)	First Lien Debt	S +	3.25%	7.61%	11/19/2031		—		(2	)		1			0.00
Stepping Stones Healthcare Services, LLC	(6) (7) (11)	First Lien Debt	S +	4.75%	9.08%	01/02/2029		8,509		8,468			8,509			0.26
Stepping Stones Healthcare Services, LLC	(6) (11) (19)	First Lien Debt	S +	4.75%	9.08%	01/02/2029		2,159		2,132			2,153			0.07
Stepping Stones Healthcare Services, LLC	(6) (11) (19)	First Lien Debt	S +	4.75%	9.08%	12/30/2026		—		(4	)		—			—
Suveto	(6) (7) (11)	First Lien Debt	S +	4.75%	9.11%	09/09/2027		5,021		4,893			4,973			0.15
Suveto	(6) (19)	First Lien Debt	P +	3.75%	11.25%	09/09/2027		28		14			23			0.00
Suveto Buyer, LLC	(6) (11) (19)	First Lien Debt	S +	4.75%	9.11%	09/09/2027		186		182			182			0.01
Tivity Health, Inc.	(6) (8) (11)	First Lien Debt	S +	5.00%	9.36%	06/28/2029		17,997		17,856			17,997			0.55
TTF Holdings, LLC		First Lien Debt	S +	3.75%	8.11%	07/18/2031		2,000		2,017			1,980			0.06
Vardiman Black Holdings, LLC	(6) (7) (8) (12)	First Lien Debt	S +	7.00% (incl. 2.00% PIK)	11.65%	03/18/2027		15,377		15,377			15,377			0.47
Vardiman Black Holdings, LLC	(6) (12) (13) (19)	First Lien Debt	S +	7.00% (incl. 2.00% PIK)	11.65%	03/18/2027		1,601		1,561			1,601			0.05
										388,972			390,838			11.95
Health Care Technology
Athenahealth, Inc.	(12)	First Lien Debt	S +	3.25%	7.61%	02/15/2029		6,341		6,323			6,348			0.19
eResearchTechnology, Inc.	(10)	First Lien Debt	S +	4.00%	8.36%	02/04/2027		4,391		4,385			4,414			0.13
Hyland Software, Inc.	(6) (7) (8) (11)	First Lien Debt	S +	6.00%	10.36%	09/19/2030		77,262		76,354			77,262			2.36
Hyland Software, Inc.	(6) (11) (19)	First Lien Debt	S +	6.00%	10.36%	09/19/2029		—		(39	)		—			—
Imprivata, Inc.	(12)	First Lien Debt	S +	3.50%	8.09%	12/01/2027		6,420		6,419			6,452			0.20
Lightspeed Buyer, Inc.	(6) (7) (10)	First Lien Debt	S +	4.75%	9.08%	02/03/2027		10,097		10,070			10,097			0.31
Lightspeed Buyer, Inc.	(6) (10) (19)	First Lien Debt	S +	4.75%	9.08%	02/03/2027		—		(10	)		—			—
Lightspeed Buyer, Inc.	(6) (10) (19)	First Lien Debt	S +	4.75%	9.08%	02/03/2027		—		(3	)		—			—
MedAssets Software Intermediate Holdings, Inc.	(12)	First Lien Debt	S +	4.00%	8.43%	12/17/2028		6,143		6,143			5,652			0.17
Project Ruby Ultimate Parent Corp.		First Lien Debt	S +	3.00%	7.47%	03/10/2028		5,348		5,347			5,367			0.16
Symplr Software, Inc.	(11)	First Lien Debt	S +	4.50%	9.19%	12/22/2027		4,849		4,856			4,429			0.14
										119,845			120,021			3.67
Household Durables
ACProducts, Inc.	(12)	First Lien Debt	S +	4.25%	8.84%	05/17/2028		4,849		4,838			3,907			0.12
Industrial Conglomerates
Aptean, Inc.	(6) (7) (9) (11)	First Lien Debt	S +	5.00%	9.59%	01/30/2031		70,478		69,870			70,380			2.15

121

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/Shares(4)			Cost (5)			Fair Value			Percentage of Net Assets
Aptean, Inc.	(6) (11) (19)	First Lien Debt	S +	5.00%	9.59%	01/30/2031			1,151		1,113			1,144			0.03
Aptean, Inc.	(6) (11) (19)	First Lien Debt	S +	5.00%	9.59%	01/30/2031			—		(50	)		(8	)		0.00
Excelitas Technologies Corp.	(6) (9) (11)	First Lien Debt	S +	5.25%	9.61%	08/13/2029			30,707		30,261			30,387			0.93
Excelitas Technologies Corp.	(6) (11)	First Lien Debt	E +	5.25%	8.11%	08/13/2029		€	5,617		5,728			5,756			0.18
Excelitas Technologies Corp.	(6) (11) (19)	First Lien Debt	S +	5.25%	9.61%	08/13/2029			—		(94	)		(123	)		0.00
Excelitas Technologies Corp.	(6) (11) (19)	First Lien Debt	S +	5.25%	9.61%	08/14/2028			—		(37	)		(32	)		0.00
Raptor Merger Sub Debt, LLC	(7) (8) (11)	First Lien Debt	S +	5.50%	9.83%	04/01/2029			45,581		44,880			45,430			1.39
Raptor Merger Sub Debt, LLC	(11) (19)	First Lien Debt	S +	5.50%	9.83%	04/01/2029			698		644			686			0.02
											152,315			153,620			4.70
Insurance Services
Alliant Holdings Intermediate, LLC	(12)	First Lien Debt	S +	2.75%	7.11%	09/19/2031			7,157		7,166			7,168			0.22
Amerilife Holdings, LLC	(6) (8) (11)	First Lien Debt	S +	5.00%	9.70%	08/31/2029			14,813		14,594			14,813			0.45
Amerilife Holdings, LLC	(6) (11) (19)	First Lien Debt	S +	5.00%	9.70%	08/31/2029			1,770		1,757			1,770			0.05
AssuredPartners, Inc.	(12)	First Lien Debt	S +	3.50%	7.86%	02/14/2031			3,970		3,984			3,975			0.12
Fetch Insurance Services, LLC	(6)	Other Debt		12.75% (incl. 3.75% PIK)	12.75%	10/31/2027			3,104		3,046			3,073			0.09
Foundation Risk Partners Corp.	(6) (8) (11)	First Lien Debt	S +	5.25%	9.58%	10/29/2030			34,976		34,668			34,976			1.07
Foundation Risk Partners Corp.	(6) (11)	First Lien Debt	S +	5.25%	9.58%	10/29/2030			18,560		18,339			18,560			0.57
Foundation Risk Partners Corp.	(6) (11) (19)	First Lien Debt	S +	5.25%	9.58%	10/29/2029			—		(20	)		—			—
Galway Borrower, LLC	(6) (7) (8) (9) (11)	First Lien Debt	S +	4.50%	8.83%	09/29/2028			51,526		50,797			51,526			1.58
Galway Borrower, LLC	(6) (11) (19)	First Lien Debt	S +	4.50%	8.83%	09/29/2028			20,936		20,625			20,936			0.64
Galway Borrower, LLC	(6) (11) (19)	First Lien Debt	S +	4.50%	8.83%	09/29/2028			298		256			298			0.01
Higginbotham Insurance Agency, Inc.	(6) (7) (8) (10)	First Lien Debt	S +	4.50%	8.86%	11/24/2028			20,115		20,034			20,029			0.61
Higginbotham Insurance Agency, Inc.	(6) (10) (19)	First Lien Debt	S +	4.50%	8.86%	11/24/2028			6,650		6,524			6,551			0.20
High Street Buyer, Inc.	(6) (7) (11)	First Lien Debt	S +	5.25%	9.58%	04/14/2028			4,195		4,192			4,195			0.13
High Street Buyer, Inc.	(6) (11) (19)	First Lien Debt	S +	5.25%	9.58%	04/14/2028			43,375		42,813			43,303			1.32
High Street Buyer, Inc.	(6) (11) (19)	First Lien Debt	S +	5.25%	9.58%	04/16/2027			—		(1	)		—			—
HUB International Limited		First Lien Debt	S +	2.75%	7.37%	06/20/2030			4,963		4,968			4,987			0.15
Inszone Mid, LLC	(6) (7) (9) (10)	First Lien Debt	S +	5.25%	9.50%	11/302029			13,838		13,601			13,838			0.42
Inszone Mid, LLC	(6) (10) (19)	First Lien Debt	S +	5.25%	9.50%	11/30/2029			16,981		16,655			16,981			0.52
Inszone Mid, LLC	(6) (10) (19)	First Lien Debt	S +	5.25%	9.50%	11/30/2029			—		(45	)		—			—
Inszone Mid, LLC	(6) (10) (19)	First Lien Debt	S +	5.25%	9.50%	11/30/2029			—		(52	)		—			—
Integrity Marketing Acquisition, LLC	(6) (7) (8) (9) (11)	First Lien Debt	S +	5.00%	9.51%	08/25/2028			112,310		112,310			112,310			3.43
Integrity Marketing Acquisition, LLC	(6) (11) (19)	First Lien Debt	S +	5.00%	9.51%	08/25/2028			—		—			—			—
Long Term Care Group, Inc.	(6) (7) (8) (11) (13)	First Lien Debt	S +	6.00% (incl. 3.73% PIK)	10.33%	09/08/2027			14,648		14,241			12,555			0.38
Patriot Growth Insurance Services, LLC	(6) (8) (11)	First Lien Debt	S +	5.00%	9.48%	10/16/2028			6,437		6,360			6,437			0.20
Patriot Growth Insurance Services, LLC	(6) (11)	First Lien Debt	S +	5.00%	9.48%	10/14/2028			24,759		24,451			24,759			0.76
Patriot Growth Insurance Services, LLC	(6) (11) (19)	First Lien Debt	S +	5.00%	9.48%	10/16/2028			234		229			234			0.01
Peter C. Foy & Associates Insurance Services, LLC	(6) (7) (11)	First Lien Debt	S +	5.50%	9.83%	11/01/2028			22,930		22,744			22,930			0.70
Peter C. Foy & Associates Insurance Services, LLC	(6) (7) (11)	First Lien Debt	S +	5.50%	9.83%	11/01/2028			24,195		24,022			24,174			0.74
Peter C. Foy & Associates Insurance Services, LLC	(6) (11) (19)	First Lien Debt	S +	5.50%	9.83%	11/01/2027			—		(1	)		—			—
RSC Acquisition, Inc.	(6) (10)	First Lien Debt	S +	4.75%	9.21%	11/01/2029			18,508		18,463			18,508			0.57
RSC Acquisition, Inc.	(6) (11)	First Lien Debt	S +	4.75%	9.21%	11/01/2029			54,296		53,963			54,296			1.66
USI, Inc.		First Lien Debt	S +	2.25%	6.58%	09/27/2030			2,970		2,978			2,962			0.09
USI, Inc.		First Lien Debt	S +	2.25%	6.58%	11/22/2029			1,980		1,984			1,975			0.06
World Insurance Associates, LLC	(6) (7) (8) (9) (10)	First Lien Debt	S +	6.75%	10.34%	04/03/2028			119,299		117,735			118,378			3.62

122

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/Shares(4)		Cost (5)			Fair Value			Percentage of Net Assets
World Insurance Associates, LLC	(6) (10) (19)	First Lien Debt	S +	6.75%	10.34%	04/03/2028		—		(15	)		(21	)		0.00
										663,365			666,476			20.37
Interactive Media & Services
Arches Buyer, Inc.	(12)	First Lien Debt	S +	3.25%	7.71%	12/06/2027		2,424		2,419			2,364			0.07
FMG Suite Holdings, LLC	(6) (7) (10)	First Lien Debt	S +	5.50%	9.85%	10/30/2026		9,258		9,182			9,194			0.28
FMG Suite Holdings, LLC	(6) (7) (10)	First Lien Debt	S +	5.50%	9.85%	10/30/2026		1,938		1,920			1,923			0.06
FMG Suite Holdings, LLC	(6) (10) (19)	First Lien Debt	S +	5.50%	9.84%	10/30/2026		—		(9	)		(7	)		0.00
Spectrio, LLC	(6) (7) (10)	First Lien Debt	S +	6.00%	10.51%	12/09/2026		11,375		10,901			10,468			0.32
Spectrio, LLC	(6) (7) (10)	First Lien Debt	S +	6.00%	10.51%	12/09/2026		4,558		4,368			4,195			0.13
Spectrio, LLC	(6) (10)	First Lien Debt	S +	6.00%	10.51%	12/09/2026		1,345		1,291			1,238			0.04
Triple Lift, Inc.	(6) (8) (11)	First Lien Debt	S +	5.75%	10.25%	05/05/2028		16,199		15,424			15,505			0.47
Triple Lift, Inc.	(6) (11) (19)	First Lien Debt	S +	5.75%	10.25%	05/05/2028		—		(104	)		(73	)		0.00
										45,392			44,807			1.37
IT Services
Apollo Acquisition, Inc.	(6) (7)	First Lien Debt	S +	5.00%	9.33%	12/30/2031		16,797		16,629			16,629			0.51
Apollo Acquisition, Inc.	(6) (19)	First Lien Debt	S +	5.00%	9.33%	12/30/2031		—		(29	)		(29	)		0.00
Apollo Acquisition, Inc.	(6) (19)	First Lien Debt	S +	5.00%	9.33%	12/30/2030		—		(23	)		(23	)		0.00
Asurion, LLC		First Lien Debt	S +	4.25%	8.61%	09/19/2030		7,342		7,329			7,316			0.22
Atlas Purchaser, Inc.	(7) (11)	First Lien Debt	S +	7.50% (incl. 5.50% PIK)	11.33%	05/05/2028		2,490		1,596			1,484			0.05
Atlas Purchaser, Inc.	(7) (11)	First Lien Debt	S +	7.50% (incl. 6.50% PIK)	11.33%	05/05/2028		1,076		886			1,076			0.03
Catalis Intermediate, Inc.	(6) (7) (8) (11)	First Lien Debt	S +	5.50%	9.98%	08/04/2027		23,379		22,828			23,028			0.70
Catalis Intermediate, Inc.	(6) (7) (11)	First Lien Debt	S +	5.50%	9.98%	08/04/2027		5,260		5,141			5,181			0.16
Catalis Intermediate, Inc.	(6) (11) (19)	First Lien Debt	S +	5.50%	9.98%	08/04/2027		907		849			868			0.03
Donuts, Inc.	(6) (7) (10)	First Lien Debt	S +	5.00%	9.49%	12/29/2027		20,849		20,816			20,807			0.64
Endure Digital, Inc.	(10)	First Lien Debt	S +	3.50%	8.09%	02/10/2028		5,394		5,337			4,477			0.14
Gainwell Acquisition Corp.	(11)	First Lien Debt	S +	4.00%	8.43%	10/01/2027		6,788		6,804			6,560			0.20
GI DI Cornfield Acquisition, LLC	(6) (8)	First Lien Debt	S +	4.50%	8.96%	03/09/2028		31,687		31,276			31,379			0.96
GI DI Cornfield Acquisition, LLC	(6) (19)	First Lien Debt	S +	4.50%	8.96%	03/09/2028		—		(103	)		(158	)		0.00
Idera, Inc.	(6) (7) (11)	Second Lien Debt	S +	6.75%	11.47%	03/02/2029		355		355			355			0.01
Redwood Services Group, LLC	(6) (7) (9) (11)	First Lien Debt	S +	6.25%	10.68%	06/15/2029		40,035		39,484			40,035			1.22
Redwood Services Group, LLC	(6) (11)	First Lien Debt	S +	6.25%	10.68%	06/15/2029		34,154		33,722			34,080			1.04
Ridge Trail US Bidco, Inc.	(6) (7) (10) (15)	First Lien Debt	S +	4.50%	8.83%	09/30/2031		48,980		48,265			48,848			1.49
Ridge Trail US Bidco, Inc.	(6) (10) (15) (19)	First Lien Debt	S +	4.50%	8.83%	09/30/2031		—		(122	)		(46	)		0.00
Ridge Trail US Bidco, Inc.	(6) (10) (15) (19)	First Lien Debt	S +	4.50%	8.83%	03/31/2031		1,520		1,439			1,505			0.05
Sedgwick Claims Management Services, Inc.		First Lien Debt	S +	3.00%	7.59%	07/31/2031		6,947		6,971			6,982			0.21
Syntax Systems, Ltd.	(6) (7) (11) (15)	First Lien Debt	S +	5.00%	9.46%	10/27/2028		18,610		18,532			18,569			0.57
Thrive Buyer, Inc. (Thrive Networks)	(6) (10)	First Lien Debt	S +	6.00%	10.78%	01/22/2027		10,566		10,479			10,566			0.32
Thrive Buyer, Inc. (Thrive Networks)	(6) (7) (10)	First Lien Debt	S +	6.00%	10.78%	01/22/2027		6,315		6,268			6,315			0.19
Thrive Buyer, Inc. (Thrive Networks)	(6) (10) (19)	First Lien Debt	S +	6.00%	10.78%	01/22/2027		453		448			453			0.01
UpStack, Inc.	(6) (7) (11)	First Lien Debt	S +	5.00%	9.52%	08/25/2031		5,525		5,472			5,525			0.17
UpStack, Inc.	(6) (11) (19)	First Lien Debt	S +	5.00%	9.52%	08/25/2031		—		(10	)		—			—
UpStack, Inc.	(6) (11) (19)	First Lien Debt	S +	5.00%	9.52%	08/25/2031		128		119			128			0.00
Victors Purchaser, LLC	(6) (12)	First Lien Debt	S +	4.75%	9.08%	08/15/2031		11,280		11,171			11,280			0.34
Victors Purchaser, LLC	(6) (12) (19)	First Lien Debt	S +	4.75%	9.08%	08/15/2031		—		(13	)		—			—
Victors Purchaser, LLC	(6) (12) (19)	First Lien Debt	S +	4.75%	9.08%	08/15/2031	C$	322		217			224			0.01

123

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/Shares(4)		Cost (5)			Fair Value			Percentage of Net Assets
										302,133			303,414			9.28
Leisure Products
Recess Holdings, Inc.	(14)	First Lien Debt	S +	4.50%	9.09%	02/20/2030		4,987		5,024			5,030			0.15
Life Sciences Tools & Services
Cambrex Corporation		First Lien Debt	S +	3.50%	7.96%	12/04/2026		2,416		2,418			2,412			0.07
Curia Global, Inc.	(11)	First Lien Debt	S +	3.75%	8.44%	08/30/2026		6,789		6,795			6,468			0.20
Model N, Inc.	(6) (8) (11)	First Lien Debt	S +	5.00%	9.33%	06/27/2031		19,847		19,659			19,847			0.61
Model N, Inc.	(6) (11) (19)	First Lien Debt	S +	5.00%	9.33%	06/27/2031		—		(25	)		—			—
Model N, Inc.	(6) (11) (19)	First Lien Debt	S +	5.00%	9.33%	06/27/2031		—		(27	)		—			—
Packaging Coordinators Midco, Inc.	(11)	First Lien Debt	S +	3.25%	7.84%	11/30/2027		6,824		6,836			6,848			0.21
Parexel International Corporation	(12)	First Lien Debt	S +	3.00%	7.36%	11/15/2028		6,544		6,553			6,582			0.20
										42,209			42,157			1.29
Machinery
AI Aqua Merger Sub, Inc.	(12)	First Lien Debt	S +	3.50%	8.05%	07/31/2028		6,693		6,700			6,693			0.20
Answer Acquisition, LLC	(6) (7) (10)	First Lien Debt	S +	6.00%	10.48%	12/30/2026		38,933		38,590			38,669			1.18
Answer Acquisition, LLC	(6) (10) (19)	First Lien Debt	S +	6.00%	10.48%	12/30/2026		—		(23	)		(24	)		0.00
Chase Intermediate, LLC	(6) (19)	First Lien Debt	S +	4.75%	9.08%	10/30/2028		7,936		7,753			7,907			0.24
Chase Intermediate, LLC	(6) (19)	First Lien Debt	S +	4.75%	9.08%	10/30/2028		—		(14	)		—			—
Conair Holdings, LLC	(12)	First Lien Debt	S +	3.75%	8.22%	05/17/2028		3,880		3,882			3,475			0.11
Engineered Machinery Holdings, Inc.	(11)	First Lien Debt	S +	3.75%	8.34%	05/19/2028		5,394		5,383			5,425			0.17
Filtration Group Corporation	(12)	First Lien Debt	S +	3.50%	7.97%	10/21/2028		4,850		4,854			4,882			0.15
Icebox Holdco III, Inc.	(12)	First Lien Debt	S +	3.50%	8.09%	12/22/2028		3,431		3,439			3,452			0.11
Madison IAQ, LLC	(12)	First Lien Debt	S +	2.75%	7.89%	06/21/2028		4,849		4,846			4,862			0.15
MHE Intermediate Holdings, LLC	(6) (10)	First Lien Debt	S +	6.00%	10.92%	07/21/2027		7,791		7,767			7,791			0.24
MHE Intermediate Holdings, LLC	(6) (7) (10)	First Lien Debt	S +	6.00%	10.92%	07/21/2027		6,429		6,375			6,429			0.20
MHE Intermediate Holdings, LLC	(6) (10) (19)	First Lien Debt	S +	6.00%	10.92%	07/21/2027		214		214			214			0.01
Pro Mach Group, Inc.	(14)	First Lien Debt	S +	3.50%	7.86%	08/31/2028		5,000		5,030			5,037			0.15
Roper Industrial Products Investment Company, LLC	(12)	First Lien Debt	S +	2.75%	7.08%	11/22/2029		3,970		3,988			3,977			0.12
TK Elevator US Newco, Inc.	(12) (14)	First Lien Debt	S +	3.50%	8.59%	04/30/2030		6,852		6,875			6,898			0.21
										105,659			105,687			3.23
Media
Aragorn Parent Corporation		First Lien Debt	S +	4.00%	8.34%	12/15/2028		5,814		5,803			5,848			0.18
MJH Healthcare Holdings, LLC		First Lien Debt	S +	3.25%	7.71%	01/28/2029		2,494		2,503			2,505			0.08
										8,306			8,353			0.26
Multi-Utilities
AWP Group Holdings, Inc.	(6) (7) (8) (10)	First Lien Debt	S +	4.75%	9.11%	12/23/2030		48,606		47,420			48,606			1.49
AWP Group Holdings, Inc.	(6) (10) (19)	First Lien Debt	S +	4.75%	9.11%	12/23/2030		5,616		5,508			5,616			0.17
AWP Group Holdings, Inc.	(6) (10) (19)	First Lien Debt	S +	4.75%	9.11%	12/23/2030		262		210			262			0.01
Vessco Midco Holdings, LLC	(6) (8) (11)	First Lien Debt	S +	4.75%	9.11%	07/24/2031		33,937		33,615			33,937			1.04
Vessco Midco Holdings, LLC	(6) (11) (19)	First Lien Debt	S +	4.75%	9.11%	07/24/2031		2,979		2,912			2,979			0.09
Vessco Midco Holdings, LLC	(6) (11) (19)	First Lien Debt	S +	4.75%	9.11%	07/24/2031		—		(35	)		—			—
										89,630			91,400			2.79
Pharmaceuticals
Caerus US 1, Inc.	(6) (9) (11) (15)	First Lien Debt	S +	5.00%	9.33%	05/25/2029		40,811		40,159			39,566			1.21
Caerus US 1, Inc.	(6) (11) (15)	First Lien Debt	S +	5.00%	9.33%	05/25/2029		5,972		5,870			5,790			0.18

124

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/Shares(4)		Cost (5)			Fair Value			Percentage of Net Assets
Caerus US 1, Inc.	(6) (11) (15) (19)	First Lien Debt	S +	5.00%	9.33%	05/25/2029		328		264			194			0.01
										46,293			45,550			1.39
Professional Services
Abacus Data Holdings, Inc. (AbacusNext)	(6) (7) (10)	First Lien Debt	S +	6.25%	11.17%	03/10/2027		3,913		3,768			3,913			0.12
Abacus Data Holdings, Inc. (AbacusNext)	(6) (10) (19)	First Lien Debt	S +	6.25%	11.17%	03/10/2027		—		(22	)		—			—
Accordion Partners, LLC	(6) (11)	First Lien Debt	S +	5.25%	9.58%	11/17/2031		53,217		52,692			52,692			1.61
Accordion Partners, LLC	(6) (11) (19)	First Lien Debt	S +	5.25%	9.58%	11/17/2031		—		(43	)		(44	)		0.00
Accordion Partners, LLC	(6) (11) (19)	First Lien Debt	S +	5.25%	9.58%	11/17/2031		—		(58	)		(58	)		0.00
Ascend Partner Services, LLC	(6) (11)	First Lien Debt	S +	4.50%	8.86%	08/11/2031		1,306		1,294			1,306			0.04
Ascend Partner Services, LLC	(6) (11) (19)	First Lien Debt	S +	4.50%	8.86%	08/11/2031		—		(11	)		—			—
Ascend Partner Services, LLC	(6) (11) (19)	First Lien Debt	S +	4.50%	8.86%	08/11/2031		269		265			269			0.01
Bridgepointe Technologies, LLC	(6) (10)	First Lien Debt	S +	5.00%	9.33%	12/31/2027		18,669		18,290			18,527			0.57
Bridgepointe Technologies, LLC	(6) (10) (19)	First Lien Debt	S +	5.00%	9.33%	12/31/2027		24,133		23,614			23,919			0.73
Bullhorn, Inc.	(6) (10)	First Lien Debt	S +	5.00%	9.36%	10/01/2029		3,429		3,406			3,429			0.10
Bullhorn, Inc.	(6) (10)	First Lien Debt	S +	5.00%	9.36%	10/01/2029		3,944		3,924			3,944			0.12
Bullhorn, Inc.	(6) (10) (19)	First Lien Debt	S +	5.00%	9.36%	10/01/2029		—		(2	)		—			—
Carr, Riggs and Ingram Capital, LLC	(6) (7) (12)	First Lien Debt	S +	4.75%	9.24%	11/18/2031		14,663		14,518			14,518			0.44
Carr, Riggs and Ingram Capital, LLC	(6) (12) (19)	First Lien Debt	S +	4.75%	9.24%	11/18/2031		—		(37	)		(37	)		0.00
Carr, Riggs and Ingram Capital, LLC	(6) (12) (19)	First Lien Debt	S +	4.75%	9.24%	11/18/2031		425		392			392			0.01
Citrin Cooperman Advisors, LLC	(6) (11)	First Lien Debt	S +	5.00%	9.30%	10/01/2027		8,604		8,543			8,604			0.26
Citrin Cooperman Advisors, LLC	(6) (11) (19)	First Lien Debt	S +	5.00%	9.30%	10/01/2027		14,518		14,476			14,518			0.44
ComPsych Investment Corp.	(6) (8) (11)	First Lien Debt	S +	4.75%	9.38%	07/22/2031		16,302		16,224			16,302			0.50
ComPsych Investment Corp.	(6) (11) (19)	First Lien Debt	S +	4.75%	9.38%	07/22/2031		—		(11	)		—			—
CoreLogic, Inc.	(12)	First Lien Debt	S +	3.50%	7.97%	06/02/2028		4,987		4,975			4,918			0.15
Crisis Prevention Institute, Inc.	(6) (12)	First Lien Debt	S +	4.00%	8.39%	04/09/2031		18,000		17,916			18,000			0.55
Deerfield Dakota Holding, LLC	(10)	First Lien Debt	S +	3.75%	8.08%	04/09/2027		4,848		4,860			4,733			0.14
EAB Global, Inc.		First Lien Debt	S +	3.25%	7.61%	08/16/2028		3,960		3,958			3,969			0.12
Employbridge Holding Company	(11)	First Lien Debt	S +	4.75%	9.62%	07/19/2028		2,425		2,425			1,574			0.05
GPS Merger Sub, LLC	(6) (8) (10)	First Lien Debt	S +	6.00%	10.36%	10/02/2029		15,949		15,720			15,920			0.49
GPS Merger Sub, LLC	(6) (10) (19)	First Lien Debt	S +	6.00%	10.36%	10/02/2029		—		(27	)		—			—
GPS Merger Sub, LLC	(6) (10) (19)	First Lien Debt	S +	6.00%	10.36%	10/02/2029		—		(39	)		—			—
IG Investment Holdings, LLC	(6) (8) (11)	First Lien Debt	S +	5.00%	9.57%	09/22/2028		33,262		32,942			32,942			1.01
IG Investment Holdings, LLC	(6) (11) (19)	First Lien Debt	S +	5.00%	9.57%	09/22/2028		—		(36	)		(36	)		0.00
KENG Acquisition, Inc.	(6) (7) (8) (10)	First Lien Debt	S +	5.00%	9.36%	08/01/2029		11,035		10,813			10,981			0.34
KENG Acquisition, Inc.	(6) (10) (19)	First Lien Debt	S +	5.00%	9.36%	08/01/2029		3,758		3,623			3,708			0.11
KENG Acquisition, Inc.	(6) (10) (19)	First Lien Debt	S +	5.00%	9.36%	08/01/2029		—		(57	)		(15	)		0.00
KWOR Acquisition, Inc.	(6) (7) (8) (17)	First Lien Debt	P +	4.25%	11.75%	12/22/2028		23,644		23,319			17,362			0.53
KWOR Acquisition, Inc.	(6) (17)	First Lien Debt	P +	4.25%	11.75%	12/22/2028		4,624		4,554			3,396			0.10
KWOR Acquisition, Inc.	(6) (17)	First Lien Debt	P +	4.25%	11.75%	12/22/2027		1,098		1,087			806			0.02
Mermaid Bidco, Inc.	(14)	First Lien Debt	S +	3.25%	7.80%	07/03/2031		4,000		4,015			4,018			0.12
Project Boost Purchaser, LLC	(6) (8) (11)	First Lien Debt	S +	5.25%	9.76%	05/02/2029		12,023		11,940			12,023			0.37
Project Boost Purchaser, LLC	(6) (11) (19)	First Lien Debt	S +	5.25%	9.76%	05/02/2028		377		372			377			0.01
Tidal Waste & Recycling Holdings, LLC	(14)	First Lien Debt	S +	3.50%	7.83%	10/24/2031		2,000		2,007			2,011			0.06
UHY Advisors, Inc.	(6) (9) (11)	First Lien Debt	S +	4.75%	9.26%	11/21/2031		7,727		7,651			7,651			0.23
UHY Advisors, Inc.	(6) (11) (19)	First Lien Debt	S +	4.75%	9.26%	11/21/2031		—		(38	)		(38	)		0.00

125

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/Shares(4)		Cost (5)			Fair Value			Percentage of Net Assets
UHY Advisors, Inc.	(6) (11) (19)	First Lien Debt	S +	4.75%	9.26%	11/21/2031		—		(20	)		(20	)		0.00
Verdantas, LLC	(6) (11)	First Lien Debt	S +	5.00%	9.45%	05/06/2031		33,091		32,628			32,757			1.00
Verdantas, LLC	(6) (11) (19)	First Lien Debt	S +	5.00%	9.45%	05/06/2031		1,398		1,350			1,359			0.04
Verdantas, LLC	(6) (11) (19)	First Lien Debt	S +	5.00%	9.45%	05/06/2030		—		(47	)		(36	)		0.00
										347,113			340,554			10.41
Real Estate Management & Development
Associations, Inc.	(6) (10)	First Lien Debt	S +	6.50%	11.32%	07/03/2028		10,893		10,884			10,893			0.33
Associations, Inc.	(6) (10) (19)	First Lien Debt	S +	6.50%	11.32%	07/03/2028		141		141			141			0.00
Associations, Inc.	(6) (10) (19)	First Lien Debt	S +	6.50%	11.32%	07/03/2028		339		338			339			0.01
MRI Software, LLC	(6) (10)	First Lien Debt	S +	4.75%	9.08%	02/10/2027		68,783		68,620			68,735			2.10
MRI Software, LLC	(6) (10) (19)	First Lien Debt	S +	4.75%	9.08%	02/10/2027		716		673			713			0.02
MRI Software, LLC	(6) (10) (19)	First Lien Debt	S +	4.75%	9.08%	02/10/2027		304		279			301			0.01
Pritchard Industries, LLC	(6) (7) (11)	First Lien Debt	S +	5.75%	10.29%	10/13/2027		10,721		10,579			10,593			0.32
Pritchard Industries, LLC	(6) (11)	First Lien Debt	S +	5.75%	10.29%	10/13/2027		2,563		2,529			2,533			0.08
Zarya Intermediate, LLC	(6) (10) (15)	First Lien Debt	S +	6.50%	11.01%	07/01/2027		38,869		38,832			38,830			1.19
Zarya Intermediate, LLC	(6) (10) (15) (19)	First Lien Debt	S +	6.50%	11.01%	07/01/2027		—		—			(4	)		0.00
										132,875			133,074			4.07
Software
Alert Media, Inc.	(6) (10)	First Lien Debt	S +	6.75% (incl 5.75% PIK)	11.08%	04/12/2027		22,079		21,731			21,756			0.67
Alert Media, Inc.	(6) (10)	First Lien Debt	S +	6.75% (incl 5.75% PIK)	11.08%	04/12/2027		10,000		9,817			9,833			0.30
Alert Media, Inc.	(6) (10) (19)	First Lien Debt	S +	6.75% (incl 5.75% PIK)	11.08%	04/12/2027		—		(45	)		(44	)		0.00
Anaplan, Inc.	(6) (7) (9) (11)	First Lien Debt	S +	5.25%	9.58%	06/21/2029		80,774		79,876			80,475			2.46
Appfire Technologies, LLC	(6) (7) (10)	First Lien Debt	S +	5.00%	9.33%	03/09/2028		12,956		12,914			12,956			0.40
Appfire Technologies, LLC	(6) (10) (19)	First Lien Debt	S +	5.00%	9.33%	03/09/2028		—		(27	)		—			—
Appfire Technologies, LLC	(6) (10) (19)	First Lien Debt	S +	5.00%	9.33%	03/09/2028		45		39			45			0.00
Apryse Software Corp.	(6) (7) (10) (15)	First Lien Debt	S +	5.00%	9.59%	07/15/2027		13,897		13,897			13,880			0.42
Applied Systems, Inc.		First Lien Debt	S +	3.00%	7.33%	02/24/2031		3,980		3,998			4,016			0.12
Artifact Bidco, Inc.	(6) (12)	First Lien Debt	S +	4.50%	8.83%	07/01/2031		21,837		21,629			21,837			0.67
Artifact Bidco, Inc.	(6) (12) (19)	First Lien Debt	S +	4.50%	8.83%	07/01/2031		—		(25	)		—			—
Artifact Bidco, Inc.	(6) (12) (19)	First Lien Debt	S +	4.50%	8.83%	07/01/2030		—		(35	)		—			—
Astra Acquisition Corp.	(12)	First Lien Debt	S +	5.25%	10.20%	02/25/2028		846		759			550			0.02
Astra Acquisition Corp.	(12)	First Lien Debt	S +	5.25%	10.20%	10/25/2028		1,186		656			59			0.00
AuditBoard, Inc.	(6) (8) (10)	First Lien Debt	S +	4.75%	9.08%	07/14/2031		34,200		33,875			34,200			1.05
AuditBoard, Inc.	(6) (10) (19)	First Lien Debt	S +	4.75%	9.08%	07/14/2031		—		(76	)		—			—
AuditBoard, Inc.	(6) (10) (19)	First Lien Debt	S +	4.75%	9.08%	07/14/2031		—		(61	)		—			—
Bottomline Technologies, Inc.	(6) (11)	First Lien Debt	S +	5.75%	10.32%	05/14/2029		23,763		23,424			23,763			0.73
Bottomline Technologies, Inc.	(6) (11) (19)	First Lien Debt	S +	5.75%	10.32%	05/15/2028		—		(19	)		—			—
Central Parent, Inc.	(14)	First Lien Debt	S +	3.25%	7.58%	07/06/2029		3,990		3,995			3,931			0.12
CLEO Communications Holding, LLC	(6) (7) (10)	First Lien Debt	S +	5.50%	9.96%	06/09/2027		17,013		16,898			17,013			0.52
CLEO Communications Holding, LLC	(6) (10) (19)	First Lien Debt	S +	5.50%	9.96%	06/09/2027		—		(36	)		—			—
Cloud Software Group, Inc.	(12)	First Lien Debt	S +	3.50%	7.83%	03/30/2029		4,442		4,424			4,452			0.14
Cloudera, Inc.	(12)	First Lien Debt	S +	3.75%	8.21%	10/08/2028		5,431		5,400			5,409			0.17
Clover Holdings 2, LLC	(14)	First Lien Debt	S +	4.00%	8.43%	12/09/2031		5,000		4,994			5,050			0.15
Clover Holdings SPV III, LLC		First Lien Debt			15.00%	12/18/2027		281		276			282			0.01
Coupa Holdings, LLC	(6) (9) (11)	First Lien Debt	S +	5.50%	10.09%	02/27/2030		20,922		20,504			20,828			0.64

126

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/Shares(4)		Cost (5)			Fair Value			Percentage of Net Assets
Coupa Holdings, LLC	(6) (11) (19)	First Lien Debt	S +	5.50%	10.09%	02/27/2030		—		(7	)		(4	)		0.00
Coupa Holdings, LLC	(6) (11) (19)	First Lien Debt	S +	5.50%	10.09%	02/27/2029		—		(10	)		(3	)		0.00
Cyara AcquisitionCo, LLC	(6) (10)	First Lien Debt	S +	6.25% (incl. 2.25% PIK)	10.85%	06/28/2029		62,363		61,099			62,363			1.91
Cyara AcquisitionCo, LLC	(6) (10) (19)	First Lien Debt	S +	6.25% (incl. 2.25% PIK)	10.85%	06/28/2029		—		(78	)		—			—
Diligent Corporation	(6) (11)	First Lien Debt	S +	5.00%	10.09%	08/02/2030		73,157		72,652			73,157			2.24
Diligent Corporation	(6) (11) (19)	First Lien Debt	S +	5.00%	10.09%	08/02/2030		—		(72	)		—			—
Diligent Corporation	(6) (11) (19)	First Lien Debt	S +	5.00%	10.09%	08/02/2030		—		(48	)		—			—
E-Discovery AcquireCo, LLC	(6) (10)	First Lien Debt	S +	6.25%	10.70%	08/29/2029		36,747		36,045			36,600			1.12
E-Discovery AcquireCo, LLC	(6) (10) (19)	First Lien Debt	S +	6.25%	10.70%	08/29/2029		—		(70	)		(17	)		0.00
ECI Macola Max Holding, LLC	(11)	First Lien Debt	S +	3.25%	7.58%	05/09/2030		4,850		4,855			4,891			0.15
Epicor Software Corporation	(11)	First Lien Debt	S +	2.75%	7.11%	05/30/2031		5,169		5,184			5,203			0.16
Everbridge Holdings, LLC	(6) (8) (11)	First Lien Debt	S +	5.00%	9.59%	07/02/2031		64,438		64,133			64,438			1.97
Everbridge Holdings, LLC	(6) (11) (19)	First Lien Debt	S +	5.00%	9.59%	07/02/2031		7,157		7,098			7,157			0.22
Everbridge Holdings, LLC	(6) (11) (19)	First Lien Debt	S +	5.00%	9.59%	07/02/2031		—		(34	)		—			—
Formstack Acquisition Co	(6) (10)	First Lien Debt	S +	5.25%	9.58%	03/28/2030		58,218		57,441			57,852			1.77
Formstack Acquisition Co	(6) (10) (19)	First Lien Debt	S +	5.25%	9.58%	03/28/2030		5,817		5,623			5,671			0.17
Formstack Acquisition Co	(6) (10) (19)	First Lien Debt	S +	5.25%	9.58%	03/28/2030		1,169		1,018			1,095			0.03
Fullsteam Operations, LLC	(6) (7) (10)	First Lien Debt	S +	8.25%	12.91%	11/27/2029		19,976		19,462			19,976			0.61
Fullsteam Operations, LLC	(6) (10) (19)	First Lien Debt	S +	8.25%	12.91%	11/27/2029		12,137		11,645			12,137			0.37
Fullsteam Operations, LLC	(6) (10) (19)	First Lien Debt	S +	8.25%	12.91%	11/27/2029		—		(27	)		—			—
GoTo Group, Inc.		First Lien Debt	S +	4.75%	9.30%	04/28/2028		4,797		4,118			3,357			0.10
Granicus, Inc.	(6) (7) (9) (11)	First Lien Debt	S +	5.75% (incl. 2.25% PIK)	10.34%	01/17/2031		62,718		62,185			62,718			1.92
Granicus, Inc.	(6) (11) (19)	First Lien Debt	S +	5.75% (incl. 2.25% PIK)	10.34%	01/17/2031		12,873		12,788			12,871			0.39
Granicus, Inc.	(6) (11) (19)	First Lien Debt	S +	5.75% (incl. 2.25% PIK)	10.34%	01/17/2031		—		(74	)		—			—
GS AcquisitionCo, Inc.	(6) (7) (10)	First Lien Debt	S +	5.25%	9.58%	05/25/2028		62,556		62,364			62,556			1.91
GS AcquisitionCo, Inc.	(6) (11) (19)	First Lien Debt	S +	5.25%	9.58%	05/25/2028		863		854			863			0.03
GS AcquisitionCo, Inc.	(6) (10) (19)	First Lien Debt	S +	5.25%	9.58%	05/25/2028		—		(20	)		—			—
Hootsuite, Inc.	(6) (15)	First Lien Debt	S +	5.50%	9.83%	05/22/2030		18,806		18,545			18,640			0.57
Hootsuite, Inc.	(6) (15) (19)	First Lien Debt	S +	5.50%	9.83%	05/22/2030		—		(28	)		(18	)		0.00
Icefall Parent, Inc.	(6) (7) (10)	First Lien Debt	S +	6.50%	10.86%	01/25/2030		25,949		25,490			25,541			0.78
Icefall Parent, Inc.	(6) (10) (19)	First Lien Debt	S +	6.50%	10.86%	01/25/2030		—		(42	)		(39	)		0.00
Ivanti Software, Inc.	(12)	First Lien Debt	S +	4.25%	9.12%	12/01/2027		2,431		2,433			1,665			0.05
Kaseya, Inc.	(6) (9) (11)	First Lien Debt	S +	5.50%	10.09%	06/25/2029		52,656		52,105			52,656			1.61
Kaseya, Inc.	(6) (11)	First Lien Debt	S +	5.50%	10.09%	06/25/2029		808		788			807			0.02
Kaseya, Inc.	(6) (11) (19)	First Lien Debt	S +	5.50%	10.09%	06/25/2029		795		765			795			0.02
LegitScript, LLC	(6) (7) (8) (11)	First Lien Debt	S +	5.75%	10.11%	06/24/2029		36,984		36,516			36,984			1.13
LegitScript, LLC	(6) (11)	First Lien Debt	S +	5.75%	10.11%	06/24/2029		978		966			978			0.03
LegitScript, LLC	(6) (11) (19)	First Lien Debt	S +	5.75%	10.11%	06/24/2028		1,875		1,815			1,875			0.06
LogRhythm, Inc.	(6) (10)	First Lien Debt	S +	7.50%	11.86%	07/02/2029		6,818		6,629			6,694			0.20
LogRhythm, Inc.	(6) (10) (19)	First Lien Debt	S +	7.50%	11.86%	07/02/2029		—		(18	)		(12	)		(0.00	)
Magenta Buyer, LLC	(11)	First Lien Debt	S +	5.00%	9.85%	07/27/2028		4,875		4,863			1,462			0.04
McAfee, LLC		First Lien Debt	S +	3.00%	7.37%	03/01/2029		4,975		4,975			4,974			0.15
Mediaocean, LLC	(12) (14)	First Lien Debt	S +	3.50%	7.96%	12/15/2028		3,940		3,947			3,950			0.12
Montana Buyer, Inc.	(6) (7) (8) (11)	First Lien Debt	S +	5.00%	9.36%	07/22/2029		32,204		31,818			32,204			0.98
Montana Buyer, Inc.	(6) (19)	First Lien Debt	P +	4.00%	11.50%	07/22/2028		636		600			636			0.02

127

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/Shares(4)			Cost (5)			Fair Value			Percentage of Net Assets
Nasuni Corporation	(6) (7) (11)	First Lien Debt	S +	5.75%	10.18%	09/10/2030			21,552		21,241			21,552			0.66
Nasuni Corporation	(6) (11) (19)	First Lien Debt	S +	5.75%	10.18%	09/10/2030			—		(64	)		—			—
Netwrix Corporation And Concept Searching, Inc.	(6) (7) (8) (11)	First Lien Debt	S +	4.75%	9.26%	06/11/2029			25,305		25,139			25,143			0.77
Netwrix Corporation And Concept Searching, Inc.	(6) (11) (19)	First Lien Debt	S +	4.75%	9.26%	06/11/2029			—		(10	)		(10	)		0.00
Oak Purchaser, Inc.	(6) (7) (11)	First Lien Debt	S +	5.50%	9.83%	04/28/2028			11,724		11,622			11,623			0.36
Oak Purchaser, Inc.	(6) (11) (19)	First Lien Debt	S +	5.50%	9.83%	04/28/2028			6,791		6,711			6,699			0.20
Oak Purchaser, Inc.	(6) (11) (19)	First Lien Debt	S +	5.50%	9.83%	04/28/2028			—		(8	)		(11	)		0.00
Optimizely North America, Inc.	(6) (11) (15)	First Lien Debt	S +	5.00%	9.36%	10/30/2031			18,101		17,923			17,923			0.55
Optimizely North America, Inc.	(6) (11) (15)	First Lien Debt	E +	5.25%	8.11%	10/30/2031		€	6,663		7,167			6,832			0.21
Optimizely North America, Inc.	(6) (11) (15)	First Lien Debt	SA +	5.50%	10.20%	10/30/2031		£	2,221		2,861			2,754			0.08
Optimizely North America, Inc.	(6) (11) (15) (19)	First Lien Debt	S +	5.00%	9.36%	10/30/2031			—		(26	)		(26	)		0.00
PDFTron Systems, Inc.	(6) (10) (15) (19)	First Lien Debt	S +	5.00%	9.52%	07/15/2026			1,100		1,100			1,096			0.03
Polaris Newco, LLC	(12)	First Lien Debt	S +	4.00%	8.85%	06/02/2028			4,850		4,861			4,855			0.15
Pound Bidco, Inc.	(6) (7) (10) (15)	First Lien Debt	S +	6.00%	10.86%	02/01/2027			3,743		3,742			3,733			0.11
Pound Bidco, Inc.	(6) (10) (15) (19)	First Lien Debt	S +	6.00%	10.86%	02/01/2027			89		89			88			0.00
Pound Bidco, Inc.	(6) (10) (15) (19)	First Lien Debt	S +	6.00%	10.86%	02/01/2027			—		—			(1	)		0.00
Project Leopard Holdings, Inc.	(7) (8) (12) (15)	First Lien Debt	S +	5.25%	9.94%	07/20/2029			22,854		21,662			20,397			0.62
Proofpoint, Inc.	(12)	First Lien Debt	S +	3.00%	7.36%	08/31/2028			7,041		7,035			7,070			0.22
Quartz Acquireco, LLC		First Lien Debt	S +	2.75%	7.08%	06/28/2030			4,950		4,961			4,981			0.15
Quest Software US Holdings, Inc.		First Lien Debt	P +	3.25%	10.75%	02/01/2029			3,910		3,892			2,476			0.08
Red Planet Borrower, LLC	(12)	First Lien Debt	S +	3.50%	7.96%	10/02/2028			4,850		4,859			4,762			0.15
Reorganized Mobileum Acquisition Co, LLC	(6) (10)	First Lien Debt	S +	6.00% (incl. 5.00% PIK)	10.45%	09/11/2029			4,796		4,796			4,796			0.15
Revalize, Inc.	(6) (10)	First Lien Debt	S +	5.75%	10.49%	04/15/2027			14,327		13,816			13,354			0.41
Revalize, Inc.	(6) (10) (19)	First Lien Debt	S +	5.75%	10.49%	04/15/2027			566		559			513			0.02
Riskonnect Parent, LLC	(6) (7) (9) (11)	First Lien Debt	S +	5.25%	9.55%	12/07/2028			30,600		30,116			30,367			0.93
Riskonnect Parent, LLC	(6) (11) (19)	First Lien Debt	S +	5.25%	9.55%	12/07/2028			23,549		23,108			23,329			0.71
Riskonnect Parent, LLC	(6) (11) (19)	First Lien Debt	S +	5.25%	9.55%	12/07/2028			—		(70	)		(34	)		0.00
Runway Bidco, LLC	(6) (7) (12)	First Lien Debt	S +	5.00%	9.33%	12/17/2031			18,054		17,875			17,875			0.55
Runway Bidco, LLC	(6) (12) (19)	First Lien Debt	S +	5.00%	9.33%	12/17/2031			—		(22	)		(22	)		0.00
Runway Bidco, LLC	(6) (12) (19)	First Lien Debt	S +	5.00%	9.33%	12/17/2031			—		(22	)		(22	)		0.00
Securonix, Inc.	(6) (7) (8) (11)	First Lien Debt	S +	7.00% (incl. 3.75% PIK)	12.34%	04/05/2028			30,014		29,269			27,358			0.84
Securonix, Inc.	(6) (11) (19)	First Lien Debt	S +	7.00% (incl. 3.75% PIK)	12.34%	04/05/2028			122		(5	)		(356	)		(0.01	)
Sophia, L.P.	(12)	First Lien Debt	S +	3.00%	7.36%	10/09/2029			4,339		4,337			4,364			0.13
Trunk Acquisition, Inc.	(6) (7) (8) (10)	First Lien Debt	S +	6.00%	10.48%	02/19/2030			11,086		11,026			11,028			0.34
Trunk Acquisition, Inc.	(6) (7) (10)	First Lien Debt	S +	6.00%	10.48%	02/19/2030			2,156		2,134			2,134			0.07
Trunk Acquisition, Inc.	(6) (10) (19)	First Lien Debt	S +	6.00%	10.48%	02/19/2030			—		(11	)		(11	)		0.00
Trunk Acquisition, Inc.	(6) (10) (19)	First Lien Debt	S +	6.00%	10.48%	02/19/2026			—		(4	)		(6	)		0.00
UKG, Inc.		First Lien Debt	S +	3.00%	7.33%	02/10/2031			4,975		4,986			5,007			0.15
Veritas US, Inc.		First Lien Debt	P +	11.50%	19.25%	12/09/2029			842		840			837			0.03
Vision Solutions, Inc.	(12)	First Lien Debt	S +	4.00%	8.85%	04/24/2028			4,850		4,849			4,767			0.15
											1,251,407			1,250,178			38.22
Specialty Retail
Les Schwab Tire Centers	(12)	First Lien Debt	S +	3.00%	7.36%	04/23/2031			6,847		6,853			6,875			0.21
Textiles, Apparel & Luxury Goods
Varsity Brands, Inc.	(14)	First Lien Debt	S +	3.75%	8.27%	08/26/2031			3,000		3,011			3,001			0.09

128

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/Shares(4)		Cost (5)		Fair Value		Percentage of Net Assets
Trading Companies & Distributors
Spin Holdco, Inc.	(11)	First Lien Debt	S +	4.00%	8.71%	03/04/2028		4,849		4,856		4,072		0.12
White Cap Buyer, LLC		First Lien Debt	S +	3.25%	7.61%	10/19/2029		2,444		2,446		2,446		0.07
										10,313		9,519		0.20
Transportation Infrastructure
Brown Group Holding, LLC	(12)	First Lien Debt	S +	2.50%	7.00%	07/01/2031		4,975		4,981		4,986		0.15
KKR Apple Bidco, LLC	(12)	First Lien Debt	S +	2.75%	7.22%	09/22/2028		4,850		4,846		4,872		0.15
										9,827		9,858		0.30
Wireless Telecommunication Services
CCI Buyer, Inc.	(11)	First Lien Debt	S +	4.00%	8.33%	12/17/2027		4,889		4,852		4,887		0.15
Mobile Communications America, Inc.	(6) (7) (8) (10)	First Lien Debt	S +	5.25%	9.78%	10/16/2029		13,514		13,346		13,514		0.41
Mobile Communications America, Inc.	(6) (10) (19)	First Lien Debt	S +	5.25%	9.78%	10/16/2029		840		808		840		0.03
Mobile Communications America, Inc.	(6) (10) (19)	First Lien Debt	S +	5.25%	9.78%	10/16/2029		550		525		550		0.02
										19,531		19,791		0.61
Total Debt Investments									$	6,045,815	$	6,020,987		184.06	%


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread	Acquisition Date	Par Amount/ Shares (4)		Cost (5)	Fair Value	Percentage of Net Assets
Equity Investments
Aerospace & Defense
PCX Holding Corp.	(6) (16) (18)	Common Equity		07/15/2024		1,154	$92	$79	0.00%
Automobile Components
Shelby Co-invest, LP (Spectrum Automotive)	(6) (16) (18)	Common Equity		07/15/2024		1,500	228	258	0.01
Wheel Pros, LLC	(16) (18)	Common Equity		12/02/2024		10,032	1,655	1,655	0.05
							1,883	1,913	0.06
Commercial Services & Supplies
Encore Holdings, LLC	(6) (16) (18)	Common Equity		07/15/2024		602	194	221	0.01
Procure Acquiom Financial, LLC (Procure Analytics)	(6) (16) (18)	Common Equity		07/15/2024		500,000	625	735	0.02
Surewerx Topco, LP	(6) (15) (16) (18)	Common Equity		12/28/2022		384	413	512	0.02
							1,232	1,468	0.04
Containers & Packaging
BP Purchaser, LLC	(6) (16) (18)	Common Equity		07/15/2024		1,383,156	878	659	0.02
BP Purchaser, LLC Rights	(6) (16) (18)	Common Equity		07/15/2024		1,666,989	76	83	0.00
FORTIS Solutions Group, LLC	(6) (16)	Preferred Equity	12.25%	06/24/2022		4,000,000	5,064	3,920	0.12
							6,018	4,662	0.14
Distributors
48Forty Solutions, LLC	(6) (7) (9) (16) (18)	Common Equity		11/01/2024		7,205	—	—	—
Diversified Consumer Services
Eclipse Topco, Inc.	(6) (16)	Preferred Equity	12.50% PIK	09/05/2024		310	3,048	3,036	0.09
LUV Car Wash	(6) (16) (18)	Common Equity		12/06/2022		1,383	1,331	933	0.03
							4,379	3,969	0.12
Electrical Equipment
Sparkstone Electrical Group	(6) (16) (18)	Common Equity		10/15/2024		1,500	150	150	0.00
Health Care Providers & Services
SDB Holdco, LLC	(6) (16) (18)	Common Equity		03/29/2024		14,561,479	—	—	—
Suveto Buyer, LLC	(6) (15) (16) (18)	Common Equity		07/15/2024		3,398	306	330	0.01

129

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/ non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Acquisition Date	Par Amount/ Shares(4)		Cost (5)	Fair Value	Percentage of Net Assets
Vardiman Black Holdings, LLC	(6) (16)	Preferred Equity	6.00% PIK		03/29/2024		7,065,190	4,798	2,462	0.08
								5,104	2,792	0.09
Insurance Services
Amerilife Holdings, LLC	(6) (16) (18)	Common Equity			09/01/2022		9,880	273	590	0.02
Frisbee Holdings, LP (Fetch)	(6) (16) (18)	Common Equity			10/31/2022		33,276	424	535	0.02
Integrity Marketing Acquisition, LLC	(6) (16)	Preferred Equity	10.50%		07/15/2024		750,000	1,013	998	0.03
								1,710	2,123	0.06
IT Services
CSC Thrive Holdings, LP (Thrive Networks)	(6) (16) (18)	Common Equity			07/15/2024		54,103	282	361	0.01
Professional Services
Abacus Data Holdings, Inc. (AbacusNext)	(6) (16) (18)	Common Equity			07/15/2024		21,459	332	286	0.01
Verdantas, LLC	(6) (16) (18)	Common Equity			05/03/2024		8,848	9	11	0.00
Verdantas, LLC	(6) (16)	Preferred Equity	10.00%		05/03/2024		875,952	936	1,060	0.03
								1,277	1,357	0.04
Real Estate Management & Development
Pritchard Industries, LLC	(6) (16) (18)	Common Equity			10/13/2021		332,248	352	312	0.01
Software
Cohesity Global, Inc.	(16)	Preferred Equity			12/09/2024		18,617	382	382	0.01
Fullsteam Operations, LLC	(6) (16) (18)	Common Equity			11/27/2023		45,080	1,520	3,630	0.11
Knockout Intermediate Holdings I, Inc.	(6) (16)	Preferred Equity	11.75%		06/25/2022		9,990	13,135	13,549	0.41
Reorganized Mobileum Grandparent, LLC	(6) (16) (18)	Common Equity			09/12/2024		234,896	—	—	—
Revalize, Inc.	(6) (16)	Preferred Equity	S +	10.00%	12/14/2021		2,951	4,076	4,281	0.13
Reveal Data Solutions	(6) (16) (18)	Common Equity			08/29/2023		861,539	1,122	1,413	0.04
RSK Holdings, Inc. (Riskonnect)	(6) (16)	Preferred Equity	S +	10.50%	07/07/2022		10,679,200	15,031	15,591	0.48
								35,266	38,846	1.19
Total Equity Investments								$57,745	$58,032	1.77%
Total Portfolio Investments								$6,103,560	$6,079,019	185.84%


Investments-non-controlled/non-affiliated
Cash and Cash Equivalents and Short Term Investments
J.P. Morgan US Government Money Market Fund - Institutional Shares	$58,216	$58,216	1.78%
Cash	159,788	159,788	4.88
Total Cash and Cash Equivalents and Short Term Investments	$218,004	$218,004	6.66%
Total Portfolio Investments, Cash and Cash Equivalents and Short Term Investments	$6,321,564	$6,297,023	192.5%

130

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Interest Rate Swaps(a)(b)
Counterparty	Hedged Instrument	Company Receives	Company Pays		Maturity Date	Notional Amount		Fair Value			Upfront Payments / Receipts		Change in Unrealized Appreciation (Depreciation)
SMBC Capital Markets, Inc.	Series A 2026 Notes	8.10%	S +	4.34%	03/16/2026	$	204,000	$	(1,086	)	$	—	$	(1,086	)
SMBC Capital Markets, Inc.	Series A 2028 Notes	8.13%	S +	4.56%	03/16/2028		146,000		(2,520	)		—		(2,520	)
SMBC Capital Markets, Inc.	Series B 2026 Notes	8.84%	S +	5.13%	08/10/2026		107,000		(827	)		—		(827	)
SMBC Capital Markets, Inc.	Series B 2028 Notes	8.88%	S +	5.30%	08/10/2028		128,000		(2,508	)		—		(2,508	)
SMBC Capital Markets, Inc.	Series C 2027 Notes	8.92%	S +	4.49%	03/01/2027		136,500		742			—		(1,724	)
SMBC Capital Markets, Inc.	Series C 2029 Notes	9.07%	S +	4.77%	03/01/2029		163,500		939			—		(4,145	)
MUFG Bank, Ltd.	Series D 2027 Notes	6.84%	S +	3.10%	08/05/2027		100,000		(860	)		—		(860	)
MUFG Bank, Ltd.	Series D 2029 Notes	6.91%	S +	3.385%	08/05/2029		200,000		(3,864	)		—		(3,864	)
						$	1,185,000	$	(9,984	)	$	—	$	(17,534	)

(a)

Contains a variable rate structure. Bears interest at a rate determined by SOFR (“S”).

(b)

(1)

Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments (including preferred equity investments) are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2024, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2024, the Company is not an “affiliated person” of any of its portfolio companies.

(2)

Unless otherwise indicated, the Company's investments are pledged as collateral supporting the amounts outstanding under the ING Facility (as defined below). See Note 6 "Debt".

(3)

Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either CORRA ("C") or EURIBOR ("E"), or SOFR ("S") or SONIA ("SA") or an alternate base rate (commonly based on the Federal Funds Rate ("F") or the U.S. Prime Rate ("P"), each of which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2024. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2024. As of December 31, 2024, the reference rates for our variable rate loans were the C at 3.32%, 1-month E at 2.85%, 1-month S at 4.33%, 3-month S at 4.31%, 6-month S at 4.25%,SA at 4.70% and the P at 7.50%.

(4)

Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$" or "USD") unless otherwise noted, Euro ("€"), Great British Pound ("GBP"), or Canadian dollar ("CAD").

(5)

The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(6)

(7)

Assets or a portion thereof are pledged as collateral for the JPM (as defined below). See Note 6 “Debt”.

(8)

Assets or a portion thereof are pledged as collateral for the Wells Funding Facility (as defined below). See Note 6 “Debt”.

(9)

Assets or a portion thereof are pledged as collateral for the CBNA Funding Facility (as defined below). See Note 6 “Debt”.

(10)

Loan includes interest rate floor of 1.00%.

(11)

Loan includes interest rate floor of 0.75%

(12)

Loan includes interest rate floor of 0.50%

(13)

The investment includes an exit fee that is receivable upon certain conditions being met. See Note 2 "Significant Accounting Policies".

(14)

Position or portion thereof unsettled as of December 31, 2024.

(15)

The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2024, non-qualifying assets represented 6.40% of total assets as calculated in accordance with regulatory requirements.

(16)

Securities exempt from registration under the Securities Act of 1933, as amended, and may be deemed to be “restricted securities”. As of December 31, 2024, the aggregate fair value of these securities is $58,032 or 1.77% of the Company’s net assets. The initial acquisition dates have been included for such securities.

(17)

Investment was on non-accrual status as of December 31, 2024.

(18)

Non-income producing security.

(19)

Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date started. See below for more information on the Company’s unfunded commitments as of December 31, 2024:

131

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment	Fair Value
First Lien Debt
48Forty Solutions, LLC	Revolver	11/30/2029	$4,057	$(1,436)
ARI Network Services, Inc.	Revolver	08/28/2026	1,032	(4)
AWP Group Holdings, Inc.	Delayed Draw Term Loan	08/23/2026	2,158	—
AWP Group Holdings, Inc.	Revolver	12/23/2030	4,975	—
Abacus Data Holdings, Inc. (AbacusNext)	Revolver	03/10/2027	600	—
Accordion Partners, LLC	Delayed Draw Term Loan	11/15/2026	8,869	(44)
Accordion Partners, LLC	Revolver	11/17/2031	5,913	(58)
Advarra Holdings, Inc.	Delayed Draw Term Loan	09/14/2026	1,191	—
Alert Media, Inc.	Revolver	04/12/2027	3,870	(44)
Amerilife Holdings, LLC	Delayed Draw Term Loan	06/17/2026	1,879	—
Answer Acquisition, LLC	Revolver	12/30/2026	3,500	(24)
Any Hour, LLC	Delayed Draw Term Loan	05/23/2026	3,127	(33)
Any Hour, LLC	Revolver	05/23/2030	900	(10)
Apex Service Partners, LLC	Revolver	10/24/2029	1,819	—
Apollo Acquisition, Inc.	Delayed Draw Term Loan	12/30/2026	5,859	(29)
Apollo Acquisition, Inc.	Revolver	12/30/2030	2,344	(23)
Appfire Technologies, LLC	Delayed Draw Term Loan	03/31/2025	2,125	—
Appfire Technologies, LLC	Delayed Draw Term Loan	06/28/2026	1,465	—
Appfire Technologies, LLC	Revolver	03/09/2028	579	—
Applitools, Inc.	Revolver	05/25/2028	1,600	(14)
Aptean, Inc.	Delayed Draw Term Loan	01/30/2026	3,222	(5)
Aptean, Inc.	Revolver	01/30/2031	5,903	(8)
Arcoro Holdings Corp.	Revolver	03/28/2030	8,609	(63)
Artifact Bidco, Inc.	Delayed Draw Term Loan	05/22/2027	5,345	—
Artifact Bidco, Inc.	Revolver	07/26/2030	3,818	—
Ascend Partner Services, LLC	Delayed Draw Term Loan	08/09/2026	2,245	—
Ascend Partner Services, LLC	Revolver	08/11/2031	180	—
Assembly Intermediate, LLC	Revolver	10/19/2027	889	—
Associations, Inc.	Delayed Draw Term Loan	07/03/2028	705	—
Associations, Inc.	Revolver	07/03/2028	339	—
Atlas Us Finco, Inc.	Revolver	12/09/2028	1,360	—
AuditBoard, Inc.	Delayed Draw Term Loan	07/12/2026	16,286	—
AuditBoard, Inc.	Revolver	07/14/2031	6,514	—
Avalara, Inc.	Revolver	10/19/2028	2,242	—
Bottomline Technologies, Inc.	Revolver	05/15/2028	1,733	—
Bradyplus Holdings, LLC	Delayed Draw Term Loan	10/31/2025	1,026	—
Bridgepointe Technologies, LLC	Delayed Draw Term Loan	06/03/2026	2,293	(26)
Bullhorn, Inc.	Delayed Draw Term Loan	05/11/2026	770	—
Bullhorn, Inc.	Revolver	10/01/2029	399	—
CLEO Communications Holding, LLC	Revolver	06/09/2027	5,358	—
COP Collisionright Parent, LLC	Delayed Draw Term Loan	01/29/2026	8,971	(106)
COP Collisionright Parent, LLC	Revolver	01/29/2030	4,309	(51)
CRCI Longhorn Holdings, Inc.	Delayed Draw Term Loan	08/27/2026	2,206	—
CRCI Longhorn Holdings, Inc.	Revolver	08/27/2031	809	—
Caerus US 1, Inc.	Revolver	05/25/2029	4,044	(123)
Carr, Riggs and Ingram Capital, LLC	Delayed Draw Term Loan	11/18/2026	7,438	(37)
Carr, Riggs and Ingram Capital, LLC	Revolver	11/18/2031	2,975	(29)
Catalis Intermediate, Inc.	Revolver	08/04/2027	1,727	(26)
Cerity Partners, LLC	Delayed Draw Term Loan	06/07/2026	3,423	—
Cerity Partners, LLC	Revolver	07/30/2029	707	—
Chase Intermediate, LLC	Delayed Draw Term Loan	08/31/2025	11,574	(17)

132

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment	Fair Value
Chase Intermediate, LLC	Revolver	10/30/2028	978	—
Citrin Cooperman Advisors, LLC	Delayed Draw Term Loan	12/13/2025	248	—
ComPsych Investment Corp.	Delayed Draw Term Loan	07/23/2027	4,667	—
Consor Intermediate II, LLC	Delayed Draw Term Loan	05/10/2026	5,298	(30)
Consor Intermediate II, LLC	Revolver	05/12/2031	1,413	(8)
Coupa Holdings, LLC	Delayed Draw Term Loan	08/27/2025	851	(4)
Coupa Holdings, LLC	Revolver	02/27/2029	651	(3)
Cyara AcquisitionCo, LLC	Revolver	06/28/2029	3,832	—
Diligent Corporation	Delayed Draw Term Loan	04/30/2026	10,706	—
Diligent Corporation	Revolver	08/02/2030	7,137	—
Drivecentric Holdings, LLC	Revolver	08/15/2031	4,059	(3)
Dwyer Instruments, Inc.	Delayed Draw Term Loan	11/20/2026	2,020	(10)
Dwyer Instruments, Inc.	Revolver	07/20/2029	5,478	—
E-Discovery AcquireCo, LLC	Revolver	08/29/2029	4,354	(17)
EVDR Purchaser, Inc.	Delayed Draw Term Loan	08/14/2025	11,946	—
EVDR Purchaser, Inc.	Revolver	02/14/2031	5,973	—
Eclipse Buyer, Inc.	Delayed Draw Term Loan	09/06/2026	1,417	—
Eclipse Buyer, Inc.	Revolver	09/06/2031	719	—
Encore Holdings, LLC	Delayed Draw Term Loan	10/31/2026	303	(2)
Encore Holdings, LLC	Delayed Draw Term Loan	12/20/2026	4,872	(12)
Encore Holdings, LLC	Revolver	11/23/2027	2,695	(10)
Energy Labs Holdings Corp.	Delayed Draw Term Loan	05/24/2026	1,981	(18)
Energy Labs Holdings Corp.	Revolver	04/07/2028	1,918	(23)
Essential Services Holding Corporation	Delayed Draw Term Loan	06/17/2026	5,154	—
Essential Services Holding Corporation	Revolver	06/17/2030	3,222	—
Everbridge Holdings, LLC	Delayed Draw Term Loan	07/02/2026	11,101	—
Everbridge Holdings, LLC	Revolver	07/02/2031	7,303	—
Excelitas Technologies Corp.	Delayed Draw Term Loan	05/01/2025	1,032	(11)
Excelitas Technologies Corp.	Delayed Draw Term Loan	05/01/2026	12,000	(112)
Excelitas Technologies Corp.	Revolver	08/14/2028	3,095	(32)
FLS Holding, Inc.	Revolver	12/17/2027	1,138	(121)
FMG Suite Holdings, LLC	Revolver	10/30/2026	994	(8)
FORTIS Solutions Group, LLC	Delayed Draw Term Loan	06/24/2025	9,627	—
FORTIS Solutions Group, LLC	Revolver	10/15/2027	1,169	—
FPG Intermediate Holdco, LLC	Delayed Draw Term Loan	12/31/2025	112	—
Formstack Acquisition Co	Delayed Draw Term Loan	03/30/2026	17,485	(110)
Formstack Acquisition Co	Revolver	03/28/2030	10,519	(66)
Foundation Risk Partners Corp.	Revolver	10/29/2029	4,283	—
Fullsteam Operations, LLC	Delayed Draw Term Loan	08/25/2025	16,967	—
Fullsteam Operations, LLC	Delayed Draw Term Loan	02/23/2026	3,352	—
Fullsteam Operations, LLC	Delayed Draw Term Loan	05/01/2026	10,125	—
Fullsteam Operations, LLC	Delayed Draw Term Loan	06/30/2026	1,125	0
Fullsteam Operations, LLC	Revolver	11/27/2029	1,118	—
GC Waves Holdings, Inc.	Delayed Draw Term Loan	10/04/2026	17,742	(135)
GC Waves Holdings, Inc.	Revolver	10/04/2030	1,723	(13)
GI DI Cornfield Acquisition, LLC	Delayed Draw Term Loan	05/31/2026	16,333	(158)
GPS Merger Sub, LLC	Delayed Draw Term Loan	10/02/2026	3,668	—
GPS Merger Sub, LLC	Revolver	10/02/2029	2,934	—
GS AcquisitionCo, Inc.	Delayed Draw Term Loan	03/26/2026	3,028	—
GS AcquisitionCo, Inc.	Revolver	05/25/2028	5,318	—
Galway Borrower, LLC	Delayed Draw Term Loan	02/06/2026	4,235	—
Galway Borrower, LLC	Revolver	09/29/2028	3,265	—

133

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment	Fair Value
Gateway US Holdings, Inc.	Delayed Draw Term Loan	11/14/2026	1,300	(13)
Gateway US Holdings, Inc.	Revolver	09/22/2028	484	—
Granicus, Inc.	Delayed Draw Term Loan	01/17/2026	1,383	(2)
Granicus, Inc.	Revolver	01/17/2031	8,771	—
GraphPad Software, LLC	Delayed Draw Term Loan	06/28/2026	10,055	—
GraphPad Software, LLC	Revolver	06/30/2031	4,190	—
Ground Penetrating Radar Systems, LLC	Delayed Draw Term Loan	04/02/2027	5,302	—
Ground Penetrating Radar Systems, LLC	Revolver	04/02/2031	1,563	—
HSI Halo Acquisition, Inc.	Delayed Draw Term Loan	06/28/2026	3,759	—
HSI Halo Acquisition, Inc.	Revolver	06/28/2030	3,031	—
Heartland Veterinary Partners, LLC	Revolver	12/10/2026	1,298	—
Helios Service Partners, LLC	Delayed Draw Term Loan	02/10/2025	10,016	(70)
Helios Service Partners, LLC	Revolver	03/19/2027	4,053	(1)
Hercules Borrower, LLC	Delayed Draw Term Loan	04/05/2026	29,963	(96)
Hercules Borrower, LLC	Delayed Draw Term Loan	04/17/2025	2,176	(670)
Higginbotham Insurance Agency, Inc.	Delayed Draw Term Loan	03/27/2026	16,321	(70)
High Street Buyer, Inc.	Delayed Draw Term Loan	02/04/2025	802	—
High Street Buyer, Inc.	Delayed Draw Term Loan	03/11/2026	21,972	(73)
High Street Buyer, Inc.	Revolver	04/16/2027	915	—
Hootsuite, Inc.	Revolver	05/22/2030	2,100	(18)
Hyland Software, Inc.	Revolver	09/19/2029	3,699	—
IG Investment Holdings, LLC	Revolver	09/22/2028	3,736	(36)
Icefall Parent, Inc.	Revolver	01/25/2030	2,471	(39)
Imagine 360, LLC	Delayed Draw Term Loan	09/20/2026	1,884	—
Imagine 360, LLC	Revolver	10/02/2028	1,166	—
Inszone Mid, LLC	Delayed Draw Term Loan	11/10/2025	3,386	—
Inszone Mid, LLC	Delayed Draw Term Loan	07/24/2026	10,025	—
Inszone Mid, LLC	Revolver	11/12/2029	3,308	—
Integrity Marketing Acquisition, LLC	Revolver	08/25/2028	1,097	—
Invictus Buyer, LLC	Delayed Draw Term Loan	06/03/2026	2,531	(7)
Invictus Buyer, LLC	Revolver	06/03/2031	938	(3)
Iris Buyer, LLC	Delayed Draw Term Loan	04/02/2025	980	—
Iris Buyer, LLC	Revolver	10/02/2029	2,883	—
Jonathan Acquisition Company	Revolver	12/22/2025	1,579	—
KENG Acquisition, Inc.	Delayed Draw Term Loan	08/01/2025	4,659	(23)
KENG Acquisition, Inc.	Delayed Draw Term Loan	07/17/2026	1,912	(9)
KENG Acquisition, Inc.	Revolver	08/01/2029	3,040	(15)
Kaseya, Inc.	Delayed Draw Term Loan	06/23/2025	2,339	—
Kaseya, Inc.	Revolver	06/25/2029	2,358	—
LJ Avalon Holdings, LLC	Delayed Draw Term Loan	10/01/2025	1,890	—
LJ Avalon Holdings, LLC	Revolver	02/01/2029	486	—
LeadVenture, Inc.	Delayed Draw Term Loan	08/28/2026	2,196	(8)
LegitScript, LLC	Revolver	06/24/2028	3,984	—
Lightspeed Buyer, Inc.	Delayed Draw Term Loan	06/01/2025	1,041	—
Lightspeed Buyer, Inc.	Revolver	02/03/2027	279	—
LogRhythm, Inc.	Revolver	07/02/2029	682	(12)
MAI Capital Management Intermediate, LLC	Delayed Draw Term Loan	08/29/2026	1,869	—
MAI Capital Management Intermediate, LLC	Revolver	08/29/2031	894	—
MHE Intermediate Holdings, LLC	Revolver	07/21/2027	857	—
MRI Software, LLC	Delayed Draw Term Loan	09/04/2026	6,786	(3)
MRI Software, LLC	Revolver	02/10/2027	5,176	(4)
Magneto Components Buyco, LLC	Delayed Draw Term Loan	06/05/2025	9,516	(65)

134

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment	Fair Value
Magneto Components Buyco, LLC	Revolver	12/05/2029	7,930	(54)
Magnolia Wash Holdings	Revolver	07/14/2028	215	(20)
Mantech International CP	Delayed Draw Term Loan	06/14/2025	5,023	—
Mantech International CP	Revolver	09/14/2028	4,800	—
Mobile Communications America, Inc.	Delayed Draw Term Loan	10/16/2025	3,560	—
Mobile Communications America, Inc.	Revolver	10/16/2029	1,651	—
Model N, Inc.	Delayed Draw Term Loan	06/26/2026	5,429	—
Model N, Inc.	Revolver	06/27/2031	2,896	—
Montana Buyer, Inc.	Revolver	07/22/2028	3,074	—
NSi Holdings, Inc.	Delayed Draw Term Loan	11/15/2026	4,079	(19)
NSi Holdings, Inc.	Revolver	11/15/2031	4,079	(40)
Nasuni Corporation	Revolver	09/10/2030	4,490	—
Netwrix Corporation And Concept Searching, Inc.	Revolver	06/11/2029	1,579	(10)
Oak Purchaser, Inc.	Delayed Draw Term Loan	02/01/2025	3,903	(34)
Oak Purchaser, Inc.	Revolver	04/28/2028	1,241	(11)
Optimizely North America, Inc.	Revolver	10/30/2031	2,665	(26)
Orion Group Holdco, LLC	Delayed Draw Term Loan	04/29/2026	2,286	(16)
PDFTron Systems, Inc.	Revolver	07/15/2026	2,200	(3)
PDI TA Holdings, Inc.	Delayed Draw Term Loan	02/01/2026	3,789	(20)
PDI TA Holdings, Inc.	Revolver	02/03/2031	3,754	(20)
PMA Parent Holdings, LLC	Revolver	01/31/2031	240	(3)
PT Intermediate Holdings III, LLC	Delayed Draw Term Loan	04/08/2026	4,240	—
Pareto Health Intermediate Holdings, Inc.	Revolver	06/01/2029	10,788	—
Patriot Growth Insurance Services, LLC	Revolver	10/16/2028	234	—
Peter C. Foy & Associates Insurance Services, LLC	Delayed Draw Term Loan	04/23/2026	746	(3)
Peter C. Foy & Associates Insurance Services, LLC	Revolver	11/01/2027	532	—
Pound Bidco, Inc.	Delayed Draw Term Loan	04/24/2027	275	(1)
Pound Bidco, Inc.	Delayed Draw Term Loan	02/01/2027	10	—
Pound Bidco, Inc.	Revolver	02/01/2027	388	(1)
Procure Acquireco, Inc. (Procure Analytics)	Delayed Draw Term Loan	10/31/2026	1,005	(5)
Procure Acquireco, Inc. (Procure Analytics)	Revolver	12/20/2028	952	—
Project Accelerate Parent, LLC	Revolver	02/24/2031	4813	—
Project Boost Purchaser, LLC	Revolver	05/02/2028	586	—
Project Potter Buyer, LLC	Revolver	04/23/2026	885	—
Pye-Barker Fire & Safety, LLC	Delayed Draw Term Loan	05/24/2026	4,670	—
Pye-Barker Fire & Safety, LLC	Revolver	05/24/2030	2,197	—
RFS Opco, LLC	Revolver	04/04/2029	21,320	(83)
Randy's Holdings, Inc.	Delayed Draw Term Loan	11/01/2025	3,332	—
Randy's Holdings, Inc.	Revolver	11/01/2029	1,217	—
Raptor Merger Sub Debt, LLC	Revolver	04/01/2029	2,791	(9)
Raven Acquisition Holdings, LLC	Delayed Draw Term Loan	11/19/2026	333	1
Redwood Services Group, LLC	Delayed Draw Term Loan	02/05/2026	627	(4)
Revalize, Inc.	Revolver	04/15/2027	215	(15)
Ridge Trail US Bidco, Inc.	Delayed Draw Term Loan	03/30/2027	16,890	(46)
Ridge Trail US Bidco, Inc.	Revolver	03/31/2031	4,110	(11)
Riskonnect Parent, LLC	Delayed Draw Term Loan	03/01/2026	5,249	(40)
Riskonnect Parent, LLC	Revolver	12/07/2028	4,463	(34)
RoadOne IntermodaLogistics	Revolver	12/29/2028	197	(4)
Routeware, Inc.	Delayed Draw Term Loan	09/18/2026	2,216	—
Routeware, Inc.	Revolver	09/18/2031	511	—
Runway Bidco, LLC	Delayed Draw Term Loan	12/17/2026	4,486	(22)
Runway Bidco, LLC	Revolver	12/17/2031	2,243	(22)

135

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment	Fair Value
SV Newco 2, Inc.	Delayed Draw Term Loan	05/31/2026	22,051	(174)
SV Newco 2, Inc.	Revolver	06/02/2031	13,231	(105)
Securonix, Inc.	Revolver	04/05/2028	5,281	(467)
Sherlock Buyer Corp.	Revolver	12/08/2027	2,978	—
Smarsh, Inc.	Delayed Draw Term Loan	02/18/2025	1,071	—
Smarsh, Inc.	Revolver	02/16/2029	321	—
Sonny's Enterprises, LLC	Delayed Draw Term Loan	06/05/2026	3,067	(98)
Sonny's Enterprises, LLC	Revolver	08/05/2027	4,173	(134)
Spark Buyer, LLC	Delayed Draw Term Loan	10/15/2026	2,125	(15)
Spark Buyer, LLC	Revolver	10/15/2031	1,063	(15)
Spectrum Automotive Holdings Corp.	Delayed Draw Term Loan	03/24/2026	439	(2)
Spectrum Automotive Holdings Corp.	Revolver	06/29/2027	378	(2)
Stepping Stones Healthcare Services, LLC	Delayed Draw Term Loan	04/25/2026	2,250	(5)
Stepping Stones Healthcare Services, LLC	Revolver	12/30/2026	1,250	—
Superman Holdings, LLC	Delayed Draw Term Loan	08/28/2026	8,299	—
Superman Holdings, LLC	Revolver	08/29/2031	3,675	—
Surewerx Purchaser III, Inc.	Delayed Draw Term Loan	12/28/2025	845	—
Surewerx Purchaser III, Inc.	Revolver	12/28/2028	305	—
Suveto	Revolver	09/09/2027	528	(5)
Suveto Buyer, LLC	Delayed Draw Term Loan	11/15/2026	720	(3)
Sweep Purchaser, LLC	Revolver	06/30/2027	469	—
Tamarack Intermediate, LLC	Revolver	03/13/2028	3,375	—
Tank Holding Corp.	Delayed Draw Term Loan	11/22/2025	904	(4)
Tank Holding Corp.	Revolver	03/31/2028	1,867	(37)
Thrive Buyer, Inc. (Thrive Networks)	Revolver	01/22/2027	227	—
Tidi Legacy Products, Inc.	Delayed Draw Term Loan	06/19/2025	2,961	(5)
Tidi Legacy Products, Inc.	Revolver	12/19/2029	2,132	(4)
Transit Technologies, LLC	Delayed Draw Term Loan	08/20/2026	4,318	—
Transit Technologies, LLC	Revolver	08/20/2030	2,591	—
Trintech, Inc.	Revolver	07/25/2029	4,336	(63)
Triple Lift, Inc.	Revolver	05/05/2028	1,714	(73)
Trunk Acquisition, Inc.	Delayed Draw Term Loan	12/20/2026	2,193	(11)
Trunk Acquisition, Inc.	Revolver	02/19/2026	1,071	(6)
Two Six Labs, LLC	Delayed Draw Term Loan	10/09/2025	5,000	(14)
Two Six Labs, LLC	Revolver	08/20/2027	915	(2)
UHY Advisors, Inc.	Delayed Draw Term Loan	11/22/2026	7,727	(38)
UHY Advisors, Inc.	Revolver	11/21/2031	2,045	(20)
UpStack, Inc.	Delayed Draw Term Loan	08/23/2026	2,125	—
UpStack, Inc.	Revolver	08/25/2031	722	—
V Global Holdings, LLC	Revolver	12/22/2025	927	(46)
VRC Companies, LLC	Revolver	06/29/2027	959	—
Vardiman Black Holdings, LLC	Delayed Draw Term Loan	03/29/2026	222	—
Vehlo Purchaser, LLC	Delayed Draw Term Loan	10/05/2025	41,821	(263)
Vehlo Purchaser, LLC	Revolver	05/24/2028	411	(3)
Vensure Employer Services, Inc.	Delayed Draw Term Loan	09/27/2026	5,588	—
Verdantas, LLC	Delayed Draw Term Loan	11/08/2026	3,334	(24)
Verdantas, LLC	Revolver	05/06/2030	3,538	(36)
Vertex Service Partners, LLC	Delayed Draw Term Loan	10/01/2026	1,229	(6)
Vertex Service Partners, LLC	Revolver	11/08/2030	293	—
Vessco Midco Holdings, LLC	Delayed Draw Term Loan	07/24/2026	8,333	—
Vessco Midco Holdings, LLC	Revolver	07/24/2031	3,771	—
Victors Purchaser, LLC	Delayed Draw Term Loan	08/15/2026	2,685	—

136

North Haven Private Income Fund LLC

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment	Fair Value
Victors Purchaser, LLC	Revolver	08/15/2031	1,305	—
World Insurance Associates, LLC	Revolver	04/03/2028	970	(21)
YI, LLC	Delayed Draw Term Loan	06/01/2025	3,727	—
YI, LLC	Revolver	12/03/2029	2,795	—
Zarya Intermediate, LLC	Revolver	07/01/2027	3,789	(4)
iCIMS, Inc.	Revolver	08/18/2028	491	—
Total First Lien Debt Unfunded Commitments			$1,035,399	$(6,633)
Total Unfunded Commitments			$1,035,399	$(6,633)

137

North Haven Private Income Fund LLC

Notes to the Consolidated Financial Statements

December 31, 2025

(In thousands, except unit and per unit amounts)

(1) ORGANIZATION

North Haven Private Income Fund LLC (the “Company”) is a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. The Company has elected to be regulated as a business development company (“BDC”) under the 1940 Act. In addition, for US federal income tax purposes, the Company has elected to be treated, and intends to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is not a subsidiary of, or consolidated with, Morgan Stanley.

The Company was formed as a Delaware limited liability company on March 4, 2021 and commenced investment operations on February 1, 2022. The Company is externally managed by MS Capital Partners Adviser Inc., an indirect wholly owned subsidiary of Morgan Stanley (the “Adviser” or “Investment Adviser”).

The Company’s investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies in which private equity sponsors have a controlling equity stake in the portfolio company.

The Company is conducting a continuous private offering of its units in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company has offered and currently intends to offer one class of units, Class S Units (the “Units”) in its continuous private offering.

On July 15, 2024, the Company acquired SL Investment Corp. (“SLIC”) pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 28, 2024, by and among SLIC, the Company, Cobalt Merger Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of the Company, and the Adviser. Pursuant to the Merger Agreement, SLIC was merged with and into the Company in a two-step transaction with the Company as the surviving company (the “SLIC Acquisition”). See Note 12 “SLIC Acquisition.”

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company's functional currency is U.S. Dollars (“USD”) and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to Regulation S-X. As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).

Certain prior period information has been reclassified to conform to the current period presentation. The reclassification has no effect on the Company’s consolidated financial position, or the consolidated results of operations as previously reported.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Such amounts could differ from those estimates and such differences could be material. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. Assumptions and estimates regarding the valuation of investments involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements.

Consolidation

As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company’s wholly owned subsidiaries in the consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation.

The Company has formed wholly owned subsidiaries for the purpose of holding certain investments in portfolio companies made by the Company. As of December 31, 2025, the Company’s wholly owned subsidiaries were formed as Delaware limited liability companies and included: PIF CA SPV LLC (“CA SPV”), NHPIF Equity Holdings SPV LLC (“Equity Holdings”), PIF Financing SPV LLC (“Financing SPV”), PIF Financing II SPV LLC (“Financing II SPV”), SLIC Financing SPV LLC (“SLIC Financing SPV”), SLIC Equity Holdings LLC (“SLIC Equity Holdings”), PIF Lending SPV LLC (“Lending SPV” and, collectively with CA SPV, Equity Holdings, Financing SPV, Financing II SPV, SLIC Financing SPV, SLIC Equity Holdings the “subsidiaries”). The Company consolidates its wholly owned subsidiaries in these consolidated financial statements from the date of the respective subsidiary’s formation. The Company does not consolidate its investment in NH Keystone. See Note 4 “Investments.”

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Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of demand deposits and highly liquid investments with original maturities of three months or less, and restricted cash pledged as collateral. Cash and cash equivalents are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit.

Money Market Funds

Investments in money market funds are valued at net asset value per share and are included in “Investments in unaffiliated money market fund” in the Consolidated Statements of Financial Condition.

Foreign Currency Translation

Investments denominated in foreign currencies are translated into U.S. Dollars based upon currency exchange rates effective on the last business day of the current reporting period. Net changes in fair value of investments due to foreign exchange rates fluctuation are recorded as change in unrealized appreciation (depreciation) from translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations. Investment and non-investment activities denominated in foreign currencies, including purchase and sales of investments, borrowings and repayments of debt, income and expenses, are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates.

Investments

Investment transactions are recorded on the trade date. Receivables/payables from investments sold/purchased on the Consolidated Statements of Financial Condition consist of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized and include investments charged off during the period net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

The Company applies fair value to its investments in accordance with ASC Topic 820, Fair Value Measurement (“ASC 820”) issued by the FASB. The Company’s Board of Directors (the “Board of Directors” or the “Board”) has delegated to the Investment Adviser as the valuation designee (the “Valuation Designee”) the responsibility of determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors, pursuant to Rule 2a-5 under the 1940 Act. As such, the Valuation Designee is charged with determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors. ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value is a market-based measurement, not an entity-specific measurement. For some investments, observable market transactions or market information might be available. For other investments, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same—to estimate the price when an orderly transaction to sell the investment would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant). Refer to Note 5 “Fair Value Measurements” for the Company's framework for determining fair value, fair value hierarchies, and the composition of the Company's portfolio.

Derivative Instruments

Pursuant to ASC 815 Derivatives and Hedging, all derivative instruments entered into by the Company are designated as hedging instruments, except as described in Note 6 “Debt”. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Consolidated Statements of Operations. Fair value is estimated by discounting remaining payments using applicable current market rates, or market quotes, if available. Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. Rule 18f-4 provides that a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. The Company currently qualifies as a “limited derivatives user” and expects to continue to do so.

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Revenue Recognition

Interest Income

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective investment using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Exit fees that are receivable upon repayment of a loan or debt security are amortized into interest income over the life of the respective investment. Upon prepayment of a loan or debt investment, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.

PIK Income

The Company has debt investments in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in PIK income on the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through PIK income. This non-cash source of income is included when determining what must be paid out to unitholders in the form of distributions in order for the Company to continue to qualify as a RIC, even though the Company has not yet collected cash.

Dividend Income

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies. Dividend income is presented net of withholding tax, if any.

Other Income

The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment and syndication fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized in income when earned or when the services are rendered and there is no uncertainty or contingency related to the amount to be received.

Non-Accrual Investments

Investments are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is reversed when an investment is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the investment is placed on non-accrual status. Interest payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual investments are restored to accrual status when past due principal and interest are paid current and, in management’s judgment, are likely to remain current. Management may determine to not place an investment on non-accrual status if the investment has sufficient collateral value and is in the process of collection.

As of December 31, 2025 and December 31, 2024, the Company had certain investments in five and two portfolio companies that were on non-accrual status. The amortized cost of investments on non-accrual status as of December 31, 2025 and December 31, 2024 was $121,125 and $29,237, respectively.

Deferred Financing Costs and Debt Issuance Costs

The Company records upfront fees, legal and other direct costs incurred in connection with the Company’s issuance of revolving credit facilities (the “Deferred Financing Costs”). These costs are deferred and amortized over the life of the related revolving credit facilities using the straight-line method. Deferred Financing Costs related to revolving credit facilities are presented separately as an asset on the Company’s Consolidated Statements of Financial Condition. The amortization of such Deferred Financing Costs are presented on the Consolidated Statements of Operations as interest expense and other financing expenses.

The Company records costs related to the issuance of term debt obligations (the “Debt Issuance Costs”) on the consolidated financial statements. The costs, including upfront fees, legal and other direct costs incurred in connection with the issuance, are deferred and amortized over the life of the related term obligation using the straight-line method. The amortization of Debt Issuance Costs are presented on the Consolidated Statements of Operations as interest expense and other financing expenses. Any unamortized Debt Issuance Costs are presented as a reduction to the outstanding term debt principal amount on the Consolidated Statements of Financial Condition.

Income Taxes

The Company has elected to be treated as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its unitholders as distributions.

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In order to continue to qualify as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute.

The minimum distribution requirements applicable to RICs require the Company to distribute to its unitholders at least 90% of its investment company taxable income (the “ICTI”), as defined by the Code, each year. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a distribution declared prior to filing the final tax return related to the year which generated such ICTI.

In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, the Company accrued $–, $15 and $70 of U.S. federal excise tax, respectively.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. All penalties and interest associated with income taxes, if any, are included in income tax expense.

Segment Reporting

The Company operates through a single operating and reporting segment with an investment objective to generate current income and, to a lesser extent, capital appreciation, primarily from directly originated senior secured term loans. The Company’s chief operating decision maker (the “CODM”) includes the Chief Executive Officer, Co-Presidents, Chief Financial Officer, and Chief Operating Officer. The CODM uses the net increase (decrease) in net assets resulting from operations to assess the performance and makes operating decisions of the Company. The evaluation of this metric is used in determining the Company’s distribution policy, portfolio construction and deployment, and strategic initiatives. Segment assets are reflected on the accompanying Consolidated Statements of Financial Condition as “total assets” and the significant segment expenses are listed on the accompanying Consolidated Statements of Operations.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes-Improvements to Income Tax Disclosures (“ASU 2023-09”), which enhances the income tax disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and is to be applied prospectively, with an option for retrospective application. The Company adopted ASU 2023-09 on December 31, 2025, and the adoption did not have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The disclosures required under the guidance can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. The Company is currently evaluating the impact that this guidance will have on its financial statement disclosures.

(3) Significant Agreements and RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

On November 4, 2021, the Company entered into an investment advisory agreement with our Adviser (the “Investment Advisory Agreement”). The Investment Advisory Agreement had an initial term of two years and continues thereafter from year to year if approved annually by the Board of Directors or the Company’s unitholders, including, in each case, a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act (the “Independent Directors”). The renewal of the Investment Advisory Agreement was most recently approved in August 2025.

The Company pays the Investment Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a base management fee and an incentive fee. The cost of both the base management fee and the incentive fee are ultimately be borne by the unitholders.

Base Management Fee

The base management fee is calculated at an annual rate of 1.25% of the Company’s average net asset value at the end of the two most recently completed calendar months. All or part of the base management fee not taken as to any month will be deferred without interest and may be taken in any subsequent month prior to the termination of the Investment Advisory Agreement, and any such recoupment would be subject to any applicable expense waiver. Base management fees for any partial month are prorated based on the number of days in the month. The base management fee is payable quarterly in arrears, any base management fees waived are not subject to recoupment by the Adviser.

For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, base management fees were $23,893, $33,957, and $21,048, net of waiver, respectively. As of December 31, 2025 and December 31, 2024, $3,236 and $7,337, respectively, was payable to the Investment Adviser relating to base management fees.

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Incentive Fee

The incentive fee consists of two components that are determined independently of each other, with the result that one component may be payable even if the other is not. One component is based on income, and the other component is based on capital gains.

Incentive Fee based on Income

Pre-incentive fee net investment income is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the base management fee, expenses payable under the Administration Agreement (as defined below) and any interest expense and distributions paid on any issued and outstanding preferred units, but excluding the incentive fee and any servicing fees and/or distribution fees paid to broker dealers. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as debt instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Investment Adviser is not obligated to return any incentive fee it receives on PIK interest that is later determined to be uncollectible in cash.

Pursuant to the Investment Advisory Agreement, the Company pays the Investment Adviser an incentive fee with respect to its pre-incentive fee net investment income as follows:

•

No incentive fee based on pre-incentive fee net investment income in any calendar quarter in which pre-incentive fee net investment income does not exceed a hurdle rate of 1.25% (5% annualized);

•

100% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.4286% in any quarter (5.7143% annualized). The Company refers to this portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.4286%) as the “catch-up.” The “catch-up” is meant to provide the Investment Adviser with approximately 12.5% of the Company’s pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.4286% in any calendar quarter; and

•

12.5% of the pre-incentive fee net investment income, if any, that exceeds 1.4286% in any calendar quarter (5.7143% annualized), which reflects that once the hurdle rate is reached and the catch-up is achieved, 12.5% of all the Company’s pre-incentive fee net investment income is paid to the Investment Adviser.

For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, the Company incurred $27,358, $35,798 and $24,782, respectively, of expenses under the Administration Agreement, which were recorded in administrative service fees on the Consolidated Statements of Operations. Amounts unpaid and included in the payable to affiliates on the Consolidated Statements of Financial Condition as of December 31, 2025 and December 31, 2024 were $4,176 and $8,399, respectively.

ii.

Incentive Fee based on Capital Gains

The second part of the incentive fee is determined on realized capital gains calculated and payable in arrears in cash as of the end of each calendar year or upon the termination of the Investment Advisory Agreement in an amount equal to 12.5% of the realized capital gains, if any, on a cumulative basis from the date of the Company’s election to be regulated as a BDC through the end of a given calendar year or upon the termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees (the “Cumulative Capital Gains”).

Under U.S. GAAP, the Company is required to accrue an incentive fee on capital gains, including unrealized capital appreciation even though such unrealized capital appreciation is not included in calculating the incentive fee payable under the Investment Advisory Agreement. If such amount is positive at the end of a period, then the Company records an incentive fee on capital gain incentive fee equal to 12.5% of such amount less the aggregate amount of any previously paid capital gain incentive fees. If such amount is negative, no accrual is recorded for such period.

For the years ended December 31, 2025, and 2024, there were no capital gains incentive fees accrued to the Investment Adviser.

The Investment Advisory Agreement does not include unrealized capital appreciation for purposes of calculating the amount payable to the Investment Adviser. Amounts due related to unrealized capital appreciation, if any, will not be paid to the Investment Adviser until realized under the terms of the Investment Advisory Agreement and determined based on the calculation. Incentive fees on Cumulative Capital Gains crystallize at calendar year-end.

Administration Agreement

MS Private Credit Administrative Services LLC (the “Administrator”) is the administrator of the Company pursuant to the administration agreement between the Company and the Administrator dated November 4, 2021

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(the “Administration Agreement”). The Administrator is an indirect, wholly owned subsidiary of Morgan Stanley. Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements from the Company for its costs and expenses and the Company’s allocable portion of overhead costs incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company’s allocable portion of the cost of its Chief Financial Officer and Chief Compliance Officer. Reimbursement under the Administration Agreement occurs quarterly in arrears. The Administration Agreement had an initial term of two years and continues thereafter from year to year if approved annually by the Board of Directors, which most recently re-approved in August 2025.

For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, the Company incurred $154, $179 and $126, respectively, of expenses under the Administration Agreement, which were recorded in administrative service fees on the Consolidated Statements of Operations. Amounts unpaid and included in the payable to affiliates on the Consolidated Statements of Financial Condition as of December 31, 2025 and December 31, 2024 were $36 and $88, respectively.

Placement Agent Agreements

On November 9, 2021, the Company entered into a placement agent agreement (as amended, the “Placement Agent Agreement”) with Morgan Stanley Distribution Inc. (the “Paying Agent”), Morgan Stanley Smith Barney LLC (the “Placement Agent”) and the Investment Adviser. Under the terms of the Placement Agent Agreement, the Placement Agent and certain of its affiliates assist in the placement of Units in the Company’s private offering. The Company is not liable for any payments to the Placement Agent pursuant to the Placement Agent Agreement, which payments are made by the Investment Adviser and, to the extent the Paying Agent receives any payments, the Paying Agent.

On November 9, 2021, the Company entered into a placement agency agreement (the “MSDI Agreement”) with Morgan Stanley Distribution Inc. (“MSDI”). Under the terms of the MSDI Agreement, MSDI assists in the placement of Units in the Company’s private offering. The Company pays servicing fees to MSDI calculated based on the net asset values of each eligible class of units and calculated in arrears.

For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, the Company incurred $28,831, $24,961 and $14,313 expenses, respectively, under the MSDI Agreement, which were recorded in servicing fees on the Consolidated Statements of Operations. Amounts unpaid and included in the accrued expenses and other liabilities on the Consolidated Statements of Financial Condition as of December 31, 2025 and December 31, 2024 were $5,822 and $5,211, respectively.

Expense Support and Conditional Reimbursement Agreement

On November 30, 2021, the Company entered into an Expense Support and Conditional Reimbursement Agreement with the Investment Adviser, which was subsequently amended on March 15, 2022 (as amended, the “Expense Support Agreement”). The Investment Adviser may elect to pay the Company’s expenses on its behalf (each, an “Expense Payment”), provided that no portion of the payment will be used to pay any of the Company’s interest expense and/or unitholder servicing fees. The Expense Support Agreement may require the Company to repay the Investment Adviser for previously waived reimbursement of expense payments under certain circumstances. The previously waived expenses are potentially subject to repayment by the Company, if at all, within a period not to exceed three years from the date of the relevant waiver. Any reimbursement to the Adviser pursuant to the terms of the Expense Support Agreement would be an expense of the Company and would ultimately be borne by its unitholders. For more information, see “Item 1. Business – Expense Support and Conditional Reimbursement Agreement.”

For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, the Investment Adviser made Expense Payments on behalf of the Company of $900, $2,700 and $0, respectively, under the Expense Support Agreement, which were recorded as expense support on the Consolidated Statements of Operations. For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, the Company repaid Expense Payments of $0, $400 and $0 under the Expense Support Agreement, which were recorded as recoupment of expense support on the Consolidated Statements of Operations.

Indemnification Agreements

The Company has entered into indemnification agreements with its directors and officers. The indemnification agreements are intended to provide the directors and officers the maximum indemnification permitted under Delaware law and the 1940 Act. Each indemnification agreement provides that the Company will indemnify the director or officer who is a party to the agreement (an “Indemnitee”), including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Delaware law and the 1940 Act.

Morgan Stanley & Co. Related Transactions

Morgan Stanley & Co. LLC, an indirect, wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, served as a co-agent in connection with the private placement of the Company’s Series A Notes (as defined below in Note 6) and the Company’s Series B Notes (as defined below in Note 6) pursuant to note purchase agreements dated March 16, 2023 and August 10, 2023, respectively, and received fees of $175 and $118 at closing, respectively.

Morgan Stanley & Co. LLC also served as an initial purchaser in connection with the Company’s 2030 Notes (as defined below in Note 6) and the Company’s 2028 Notes (as defined below in Note 6) pursuant to supplemental indentures dated October 1, 2024 and September 25, 2025, respectively, and received fees of $180 and $180 at closing, respectively.

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(4) INVESTMENTS

The information in the tables below is presented on an aggregate portfolio basis, without regard to whether the investments are non-controlled, non-affiliated, non-controlled, affiliated or controlled, affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled, affiliated investments is contained in the accompanying consolidated financial statements, including the Consolidated Schedules of Investments.

The composition of the Company’s investment portfolio was as follows:


		December 31, 2025					December 31, 2024
		Cost		Fair Value	% of Total Investments at Fair Value		Cost		Fair Value	% of Total Investments at Fair Value
First Lien Debt	$	6,506,675	$	6,424,695	97.1%	$	6,022,749	$	5,997,696	98.6%
Second Lien Debt		31,045		32,023	0.5		16,613		16,771	0.3
Other Debt Investments		12,010		11,564	0.2		6,453		6,520	0.1
Equity (1)		64,305		57,052	0.9		57,745		58,032	1.0
NH Keystone (2)		85,438		85,276	1.3		—		—	—
Total	$	6,699,473	$	6,610,610	100%	$	6,103,560	$	6,079,019	100%

(1)

Excludes equity investments in NH Keystone.

(2)

Includes equity investments in NH Keystone.

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The industry composition of investments at fair value was as follows:


	December 31, 2025			December 31, 2024 (1)
Aerospace & Defense		1.5	%		1.5	%
Air Freight & Logistics		0.8			0.9
Automobile Components		1.6			1.6
Automobiles		2.5			2.1
Banks		0.1			—
Beverages		0.2			—
Biotechnology		—			0.6
Building Products		0.2			0.3
Capital Markets		0.1
Chemicals		1.1			1.3
Commercial Services & Supplies		7.5			8.5
Construction & Engineering		2.1			2.0
Consumer Staples Distribution & Retail		0.6			0.7
Containers & Packaging		1.1			1.1
Distributors		1.4			2.8
Diversified Consumer Services		5.2			5.7
Electric Utilities		—			0.1
Electrical Equipment		0.5			0.1
Electronic Equipment, Instruments & Components		3.8			3.4
Entertainment		0.1			0.1
Financial Services		3.5			3.1
Food Products (2)		—			0.1
Ground Transportation		0.8			0.6
Health Care Equipment & Supplies		1.1			1.2
Health Care Providers & Services		6.3			6.5
Health Care Technology		1.8			2.0
Household Durables		0.1			0.1
Independent Power and Renewable Electricity Producers		0.1
Industrial Conglomerates		2.4			2.5
Insurance Services		9.5			11.0
Interactive Media & Services		0.8			0.7
Investments in Joint Ventures (3)		1.3
IT Services		5.6			5.0
Leisure Products		0.1			0.1
Life Sciences Tools & Services		0.4			0.7
Machinery		1.7			1.7
Media		—			0.1
Multi-Utilities		1.5			1.5
Pharmaceuticals		1.2			0.7
Professional Services		5.9			5.6
Real Estate Management & Development		2.4			2.2
Software		21.3			21.0
Specialty Retail		0.1			0.1
Textiles, Apparel & Luxury Goods		0.1			0.1
Trading Companies & Distributors		0.1			0.1
Transportation Infrastructure		0.7			0.2
Wireless Telecommunication Services		0.8			0.3
Total		100.0	%		100.0	%

(1)

The Company reclassified certain industry groupings of its portfolio companies presented in the consolidated financial statements as of December 31, 2025 to align with the recently updated GICS, where applicable. These reclassifications had no impact on the prior period’s Consolidated Statement of Financial Condition.

(2)

Rounds to 0.

(3)

Includes equity investments in NH Keystone.

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The geographic composition of investments at cost and fair value was as follows:


	December 31, 2025				December 31, 2024
	Cost	Fair Value	% of Total Investments at Fair Value	% of Total Net Assets at Fair Value	Cost	Fair Value	% of Total Investments at Fair Value	% of Total Net Assets at Fair Value
Australia	$64,182	$64,920	1.0%	1.9%	$35,737	$36,465	0.6%	1.1%
Canada	124,530	125,168	1.9	3.7	118,951	119,346	2.0	3.6
United Kingdom	49,100	49,673	0.8	1.5	46,293	45,550	0.7	1.4
United States	6,461,661	6,370,849	96.3	188.5	5,902,579	5,877,658	96.7	179.7
Total	$6,699,473	$6,610,610	100.0%	195.6%	$6,103,560	$6,079,019	100.0%	185.8%

North Haven Keystone LLC

North Haven Keystone LLC, a Delaware limited liability company, was formed as a joint venture (“NH Keystone”) between the Company and a large North American insurance company (the “JV Partner”), and commenced operations on September 25, 2025 and operates under a limited liability company agreement. NH Keystone’s principal purpose is to make investments, primarily in senior secured loans issued by middle-market companies. The Company and the JV Partner each agreed to contribute up to $500,000 and $75,000, respectively, to NH Keystone. The Company and the JV Partner have equal control of NH Keystone’s investment decisions and generally all other decisions in respect of NH Keystone must be approved by NH Keystone’s investment committee or board of directors, each of which consists of an equal number of representatives of the Company and the JV Partner.

As of December 31, 2025, the Company and the JV Partner made capital contributions of $85,438 and $12,812 in member's equity, respectively, to NH Keystone.

The following table presents the selected consolidated statements of assets and liabilities information of NH Keystone as of December 31, 2025:


		December 31, 2025
Assets
Investments, at fair value (cost of $249,905)	$	249,685
Cash		10,976
Other Assets		6,538
Total assets		267,199

Liabilities
Debt		153,000
Other liabilities		16,136
Total liabilities	$	169,136

Total Members' Equity	$	98,063

The following table presents the selected consolidated statements of operations information of NH Keystone for the period from September 25, 2025 (commencement of operations of NH Keystone) to December 31, 2025:


		For the period Ended December 31,2025
Income
Investment income	$	3,234
Expenses
Net operating expenses		1,866
Net investment income (loss)	$	1,368
Total net realized and unrealized gain (loss)		(204)
Net increase (decrease) in members' equity resulting from operations	$	1,164

Below is a summary of NH Keystone’s portfolio as of December 31, 2025:


		December 31, 2025
Number of portfolio companies		44
Number of Industries		19
Weighted average yield on total portfolio, at cost(1)		8.8%
Weighted average yield on total portfolio, at fair value(1)		8.8%
Average position size of our investments	$	5.67

Computed as (a) the annual stated spread, plus reference rate, as applicable, plus the annual accretion of discounts, as applicable on all investments of NH Keystone divided by (b) total investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented herein.

146

Consolidated Schedule of Investments as of December 31, 2025


Investments(1) (2)	Footnotes	Investment	Reference Rate and Spread		Maturity Date	Par Amount/ Shares		Cost			Fair Value			Percentage of Members' equity
Debt Investments - non-controlled/non-affiliated
Aerospace & Defense
GB Eagle Buyer, Inc.	(3)	First Lien Debt	S +	4.50%	11/29/2030		8,569	$	8,484		$	8,484			8.65	%
GB Eagle Buyer, Inc.	(3) (5)	First Lien Debt	S +	4.50%	11/29/2030		-		(10	)		(10	)		(0.01	)
GB Eagle Buyer, Inc.	(3) (5)	First Lien Debt	S +	4.50%	11/29/2030		-		(13	)		(13	)		(0.01	)
									8,461			8,461			8.63
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(3)	First Lien Debt	S +	4.75%	6/11/2027		6,982		6,982			6,947			7.08
Automobile Components
OEConnection, LLC	(3)	First Lien Debt	S +	4.50%	12/23/2032		1,866		1,857			1,857			1.89
OEConnection, LLC	(3) (5)	First Lien Debt	S +	4.50%	12/23/2032		-		(3	)		(3	)		(0.00	)
OEConnection, LLC	(3) (5)	First Lien Debt	S +	4.50%	12/23/2032		-		(1	)		(1	)		(0.00	)
									1,853			1,853			1.89
Automobiles
COP Collisionright Parent, LLC	(2)	First Lien Debt	S +	4.75%	1/29/2030		5,659		5,632			5,645			5.76
COP Collisionright Parent, LLC	(2) (5)	First Lien Debt	S +	4.75%	1/29/2030		68		64			66			0.07
COP Collisionright Parent, LLC	(2) (5)	First Lien Debt	S +	4.75%	1/29/2030		84		81			82			0.08
Vehlo Purchaser, LLC	(3)	First Lien Debt	S +	5.50%	5/24/2028		9,418		9,396			9,396			9.58
Vehlo Purchaser, LLC	(3)	First Lien Debt	S +	5.50%	5/24/2028		300		300			300			0.31
Vehlo Purchaser, LLC	(3) (5)	First Lien Debt	S +	5.50%	5/24/2028		-		(7	)		-			-
									15,466			15,489			15.79
Banks
Computer Services, Inc.	(2)	First Lien Debt	S +	4.50%	11/17/2031		2,709		2,696			2,696			2.75
Computer Services, Inc.	(2) (5)	First Lien Debt	S +	4.50%	11/17/2031		-		(3	)		(3	)		(0.00	)
									2,693			2,693			2.75
Commercial Services & Supplies
Astra Service Partners, LLC	(3)	First Lien Debt	S +	4.50%	11/26/2032		6,757		6,707			6,707			6.84
Astra Service Partners, LLC	(3) (5)	First Lien Debt	S +	4.50%	11/26/2032		-		(8	)		(8	)		(0.01	)
Hercules Borrower, LLC	(3)	First Lien Debt	S +	4.75%	12/15/2028		6,983		6,983			6,913			7.05
VRC Companies, LLC	(2)	First Lien Debt	S +	5.50%	6/29/2027		4,445		4,445			4,445			4.53
VRC Companies, LLC	(2) (5)	First Lien Debt	S +	5.50%	6/29/2027		-		-			-			-
									18,127			18,057			18.41
Consumer Staples Distribution & Retail
PDI TA Holdings, Inc.	(3)	First Lien Debt	S +	5.50%	2/3/2031		6,446		6,446			6,348			6.47
PDI TA Holdings, Inc.	(3) (5)	First Lien Debt	S +	5.50%	2/3/2031		394		394			386			0.39
									6,840			6,734			6.87
Distributors
PT Intermediate Holdings III, LLC	(3)	First Lien Debt	S +	5.00% (incl. 1.75% PIK)	4/9/2030		6,642		6,642			6,642			6.77
PT Intermediate Holdings III, LLC	(3) (5)	First Lien Debt	S +	5.00% (incl. 1.75% PIK)	4/9/2030		-		-			-			-
									6,642			6,642			6.77
Diversified Consumer Services
Apex Service Partners, LLC	(2)	First Lien Debt	S +	5.00%	10/24/2030		6,561		6,561			6,557			6.69
Apex Service Partners, LLC	(2) (5)	First Lien Debt	S +	5.00%	10/24/2029		111		111			110			0.11
EVDR Purchaser, Inc.	(3)	First Lien Debt	S +	4.50%	2/14/2031		4,781		4,758			4,773			4.87
EVDR Purchaser, Inc.	(3) (5)	First Lien Debt	S +	4.50%	2/14/2031		-		-			(2	)		(0.00	)
EVDR Purchaser, Inc.	(3) (5)	First Lien Debt	S +	4.50%	2/14/2031		166		166			165			0.17
Project Accelerate Parent, LLC	(3)	First Lien Debt	S +	5.25%	2/24/2031		6,100		6,100			6,100			6.22
Project Accelerate Parent, LLC	(3) (5)	First Lien Debt	S +	5.25%	2/24/2031		-		-			-			-
Vertex Service Partners, LLC	(3) (5)	First Lien Debt	S +	6.00%	11/8/2030		6,255		6,130			6,126			6.25
Vertex Service Partners, LLC	(3) (5)	First Lien Debt	S +	6.00%	11/8/2030		154		144			144			0.15
									23,970			23,973			24.45
Electronic Equipment, Instruments & Components
Dwyer Instruments, Inc.	(3)	First Lien Debt	S +	4.75%	7/20/2029		4,200		4,179			4,179			4.26

147

Consolidated Schedule of Investments as of December 31, 2025


Investments(1) (2)	Footnotes	Investment	Reference Rate and Spread		Maturity Date	Par Amount/ Shares		Cost			Fair Value			Percentage of Members' equity
Dwyer Instruments, Inc.	(3) (5)	First Lien Debt	S +	4.75%	7/20/2029		104		102			102			0.10
Pamlico Avant Holdings, LP	(3)	First Lien Debt	S +	4.50%	12/31/2032		6,166		6,104			6,104			6.22
Pamlico Avant Holdings, LP	(3) (5)	First Lien Debt	S +	4.50%	12/31/2032		83		75			75			0.08
									10,460			10,460			10.67
Financial Services
Cerity Partners, LLC	(3)	First Lien Debt	S +	4.50%	7/28/2031		1,206		1,206			1,203			1.23
Cerity Partners, LLC	(3) (5)	First Lien Debt	S +	4.50%	7/28/2031		-		(3	)		(3	)		(0.00	)
Cerity Partners, LLC	(3) (5)	First Lien Debt	S +	4.50%	7/28/2031		17		16			17			0.02
Trintech, Inc.	(2)	First Lien Debt	S +	5.50%	7/25/2029		6,421		6,390			6,388			6.51
Trintech, Inc.	(2) (5)	First Lien Debt	S +	5.50%	7/25/2029		161		158			158			0.16
									7,767			7,763			7.92
Ground Transportation
eShipping, LLC	(3)	First Lien Debt	S +	4.50%	12/23/2032		4,272		4,251			4,251			4.33
eShipping, LLC	(3) (5)	First Lien Debt	S +	4.50%	12/23/2032		-		(4	)		(4	)		(0.00	)
eShipping, LLC	(3) (5)	First Lien Debt	S +	4.50%	12/23/2032		101		97			97			0.10
SV Newco 2, Inc.	(3) (5)	First Lien Debt	S +	4.75%	6/2/2031		5,643		5,627			5,635			5.75
SV Newco 2, Inc.	(3) (5)	First Lien Debt	S +	4.75%	6/2/2031		-		(4	)		(2	)		(0.00	)
									9,967			9,977			10.17
Health Care Providers & Services
Invictus Buyer, LLC	(3)	First Lien Debt	S +	4.50%	6/3/2031		4,428		4,428			4,428			4.52
Invictus Buyer, LLC	(3) (5)	First Lien Debt	S +	4.50%	6/3/2031		-		-			-			-
Invictus Buyer, LLC	(3) (5)	First Lien Debt	S +	4.50%	6/3/2031		-		-			-			-
Pareto Health Intermediate Holdings, Inc.	(2)	First Lien Debt	S +	4.75%	6/3/2030		6,116		6,116			6,116			6.24
Pareto Health Intermediate Holdings, Inc.	(2) (5)	First Lien Debt	S +	4.75%	6/1/2029		-		-			-			-
PPV Intermediate Holdings, LLC	(3)	First Lien Debt	S +	5.75%	8/31/2029		6,982		6,982			6,965			7.10
TA Polaris Buyer, Inc.	(4)	First Lien Debt	S +	4.50%	12/13/2032		9,730		9,681			9,681			9.87
TA Polaris Buyer, Inc.	(4) (5)	First Lien Debt	S +	4.50%	12/13/2032		-		(10	)		(10	)		(0.01	)
TA Polaris Buyer, Inc.	(4) (5)	First Lien Debt	S +	4.50%	12/13/2032		-		(6	)		(6	)		(0.01	)
									27,191			27,174			27.71
Insurance Services
Galway Borrower, LLC	(3) (5)	First Lien Debt	S +	4.50%	9/29/2028		4,095		4,095			4,095			4.18
Galway Borrower, LLC	(3) (5)	First Lien Debt	S +	4.50%	9/29/2028		35		35			35			0.04
High Street Buyer, Inc.	(3)	First Lien Debt	S +	4.50%	4/14/2028		6,892		6,892			6,875			7.01
High Street Buyer, Inc.	(3) (5)	First Lien Debt	S +	4.50%	4/16/2027		-		-			-			-
Iris Specialty Acquisiton, LLC	(4)	First Lien Debt	S +	4.50%	11/22/2032		8,824		8,780			8,780			8.95
Iris Specialty Acquisiton, LLC	(4) (5)	First Lien Debt	S +	4.50%	11/22/2032		-		(4	)		(4	)		(0.00	)
Iris Specialty Acquisiton, LLC	(4) (5)	First Lien Debt	S +	4.50%	11/22/2032		-		(6	)		(6	)		(0.01	)
One, Inc. Software Corporation	(3)	First Lien Debt	S +	4.50%	12/6/2032		7,745		7,668			7,668			7.82
One, Inc. Software Corporation	(3) (5)	First Lien Debt	S +	4.50%	12/6/2032		-		(15	)		(15	)		(0.02	)
One, Inc. Software Corporation	(3) (5)	First Lien Debt	S +	4.50%	12/6/2032		-		(6	)		(6	)		(0.01	)
Patriot Growth Insurance Services, LLC	(3)	First Lien Debt	S +	5.00%	10/14/2028		6,909		6,909			6,909			7.05
Patriot Growth Insurance Services, LLC	(3) (5)	First Lien Debt	S +	5.00%	10/16/2028		-		-			-			-
									34,348			34,331			35.01
IT Services
Cyber US Bidco, LLC	(3)	First Lien Debt	S +	5.00%	12/30/2032		5,076		5,026			5,026			5.13
Cyber US Bidco, LLC	(3) (5)	First Lien Debt	S +	5.00%	12/30/2032		-		(5	)		(5	)		(0.01	)
Cyber US Bidco, LLC	(3) (5)	First Lien Debt	S +	5.00%	12/30/2032		-		(4	)		(4	)		(0.00	)
Redwood Services Group, LLC	(3) (5)	First Lien Debt	S +	5.25%	6/15/2029		6,809		6,773			6,774			6.91
									11,790			11,791			12.02
Multi-Utilities
AWP Group Holdings, Inc.	(2)	First Lien Debt	S +	4.50%	12/23/2030		5,117		5,117			5,117			5.22
AWP Group Holdings, Inc.	(2) (5)	First Lien Debt	S +	4.50%	12/23/2030		1,022		1,022			1,022			1.04
AWP Group Holdings, Inc.	(2) (5)	First Lien Debt	S +	4.50%	12/23/2030		284		284			284			0.29

148

Consolidated Schedule of Investments as of December 31, 2025


Investments(1) (2)	Footnotes	Investment	Reference Rate and Spread		Maturity Date	Par Amount/ Shares		Cost			Fair Value			Percentage of Members' equity
									6,423			6,423			6.55
Pharmaceuticals
Specialty Pharma III, Inc.		First Lien Debt	P +	4.75%	12/23/2032		5,559		5,531			5,531			5.64
Specialty Pharma III, Inc.	(5)	First Lien Debt	P +	4.75%	12/23/2032		-		(4	)		(4	)		(0.00	)
									5,527			5,527			5.64
Professional Services
Accordion Partners, LLC	(3)	First Lien Debt	S +	5.00%	11/17/2031		6,034		6,019			6,019			6.14
Accordion Partners, LLC	(3) (5)	First Lien Debt	S +	5.00%	11/17/2031		-		(11	)		(11	)		(0.01	)
Accordion Partners, LLC	(3) (5)	First Lien Debt	S +	5.00%	11/17/2031		-		(4	)		-			-
Aprio Advisory Group, LLC	(3) (5)	First Lien Debt	S +	4.75%	8/1/2031		-		(24	)		(24	)		(0.02	)
Aprio Advisory Group, LLC	(3) (5)	First Lien Debt	S +	4.75%	8/1/2031		-		(4	)		(4	)		(0.00	)
Bridgepointe Technologies, LLC	(2) (5)	First Lien Debt	S +	5.00%	12/31/2027		6,978		6,958			6,978			7.12
Verdantas, LLC	(3) (5)	First Lien Debt	S +	4.75%	5/6/2031		-		(16	)		(16	)		(0.02	)
Verdantas, LLC	(3) (5)	First Lien Debt	S +	4.75%	5/6/2030		-		(6	)		-			-
									12,912			12,942			13.20
Software
Archduke Buyer, Inc.	(4)	First Lien Debt	S +	5.50%	12/3/2032		5,688		5,631			5,631			5.74
Archduke Buyer, Inc.	(4) (5)	First Lien Debt	S +	5.50%	12/3/2032		-		(4	)		(4	)		(0.00	)
AuditBoard, Inc.	(3)	First Lien Debt	S +	4.50%	7/14/2031		3,429		3,403			3,403			3.47
Everbridge Holdings, LLC	(3)	First Lien Debt	S +	5.00%	7/2/2031		4,908		4,908			4,908			5.00
Everbridge Holdings, LLC	(3) (5)	First Lien Debt	S +	5.00%	7/2/2031		578		578			578			0.59
Everbridge Holdings, LLC	(3) (5)	First Lien Debt	S +	5.00%	7/2/2031		-		-			-			-
Optimizely North America, Inc.	(3)	First Lien Debt	S +	5.00%	10/30/2031		6,352		6,259			6,225			6.35
Optimizely North America, Inc.	(3) (5)	First Lien Debt	S +	5.00%	10/30/2031		-		(9	)		(13	)		(0.01	)
Riskonnect Parent, LLC	(3) (5)	First Lien Debt	S +	4.75%	12/7/2028		6,118		6,118			6,118			6.24
Riskonnect Parent, LLC	(3) (5)	First Lien Debt	S +	4.75%	12/7/2028		73		73			73			0.07
Vanco Payment Solutions, LLC	(3)	First Lien Debt	S +	4.75%	12/1/2031		5,587		5,532			5,532			5.64
Vanco Payment Solutions, LLC	(3) (5)	First Lien Debt	S +	4.75%	12/1/2031		-		(3	)		(3	)		(0.00	)
									32,486			32,448			33.09
Total Portfolio Investments								$	249,905		$	249,685			254.62	%


(1)	Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either CORRA ("C") or EURIBOR ("E") or SOFR ("S") or SONIA ("SA")or an alternate base rate (commonly based on the Federal Funds Rate ("F") or the U.S. Prime Rate ("P")), which generally resets periodically.
(2)	Loan includes interest rate floor of 1.00%.
(3)	Loan includes interest rate floor of 0.75%.
(4)	Loan includes interest rate floor of 0.50%.
(5)	Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated.

149

(5) FAIR VALUE MEASUREMENTS

ASC 820 establishes a hierarchical disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.

The three-level hierarchy for fair value measurements is defined as follows:

Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical financial instruments as of the measurement date. The types of financial instruments in this category include unrestricted securities, including equities and derivatives, listed in active markets. The Company will not adjust the quoted price for these instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

Level 2—inputs to the valuation methodology are quoted prices in markets that are not active or for which all significant inputs are either directly or indirectly observable as of the measurement date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in markets that are not active, and certain over-the-counter derivatives where the fair value is based on observable inputs.

Level 3—inputs to the valuation methodology are unobservable and significant to the overall fair value measurement and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. The types of financial instruments in this category include investments in privately held entities, first and second lien debt, non-investment grade residual interests in securitizations and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.

Pursuant to the framework set forth above, the Company values securities traded in active markets on the measurement date by multiplying the exchange closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Company may also obtain quotes with respect to certain investments from pricing services, brokers or dealers’ quotes, or counterparty marks in order to value liquid assets that are not traded in active markets. Pricing services aggregate, evaluate and report pricing from a variety of sources including observed trades of identical or similar securities, broker or dealer quotes, model-based valuations and internal fundamental analysis and research. When doing so, the Company determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. If determined adequate, the Company uses the quote obtained.

The valuation of investments which are illiquid or for which the pricing source, agent, service, and/or broker (as applicable) does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Valuation Designee or the Board, does not represent fair value, will each be valued as determined in good faith by the Valuation Designee, based on, among other things, the input of the Valuation Firms (as defined below). As part of the valuation process, the Valuation Designee takes into account relevant factors and appropriate techniques in determining the fair value of the Company’s investments, with the assistance of the independent valuation firms (“Valuation Firms”). The valuation techniques may vary by investment but include comparable public market valuations, comparable precedent transaction valuations and the discounted cash flow analyses. Non-controlled debt investments are generally fair valued using the discounted cash flow technique. Expected cash flows are projected based on contractual terms and discounted back to the measurement date based on a discount rate. Discount rate is determined based upon an assessment of current and expected yields for similar investments and risk profiles. Non-controlled equity investments are generally fair valued using a market approach and/or an income approach. The market approach typically utilizes market value multiples of comparable publicly traded companies. The income approach typically utilizes a discounted cash flow analysis of the portfolio company. The Valuation Designee, under the supervision of the Board of Directors undertakes a multi-step valuation process each quarter, as described below:

•

With respect to each portfolio company or investment for which market quotations are readily available, those investments will typically be valued at the average bid price of those market quotations;

•

With respect to each portfolio company or investment for which market quotations are not readily available, the Valuation Designee will engage one or more Valuation Firms to provide a preliminary independent valuations of the investments to the Valuation Designee. The Valuation Firms independently value such investments using quantitative and qualitative information according to the valuation methodologies in the Investment Adviser’s valuation policy;

150

•

The Valuation Designee reviews the recommended valuations and determines the fair value of each investment;

•

The Valuation Designee provides to the valuation committee, which is comprised of members of the Investment Adviser’s senior management, its valuation recommendation along with valuation-related information for each portfolio company or investment;

•

Each quarter, the Company’s audit committee (the “Audit Committee”) reviews the valuation assessments provided by the Valuation Designee and provides the Board with a report of the results of such review; and

•

The Board and Audit Committee each oversee the Valuation Designee and the valuation process.

Investment performance data utilized will be the most recently available as of the measurement date, which in many cases may reflect up to a one quarter lag in information.

The Board of Directors is ultimately responsible for the determination, in good faith, of the fair value of the Company’s portfolio investments.

The following tables present the fair value hierarchy of the investments as of:


		December 31, 2025								December 31, 2024
		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
First Lien Debt	$	—	$	530,125	$	5,894,570	$	6,424,695	$	—	$	555,530	$	5,442,166	$	5,997,696
Second Lien Debt		—		15,887		16,136		32,023		—		14,659		2,112		16,771
Other Debt Investments		—		—		11,564		11,564		—		—		6,520		6,520
Equity		—		2,037		55,015		57,052		—		2,037		55,995		58,032
Total Investments	$	—	$	548,049	$	5,977,285	$	6,525,334	$	—	$	572,226	$	5,506,793	$	6,079,019
Investment measured at net asset value (1)							$	85,276							$	—
Total Investments							$	6,610,610							$	6,079,019
Cash and cash equivalents	$	199,865	$	—	$	—	$	199,865	$	159,788	$	—	$	—	$	159,788
Unaffiliated money market	$	38,403	$	—	$	—	$	38,403	$	58,216	$	—	$	—	$	58,216

(1)

The Company, as a practical expedient, estimates the fair value of its investment in North Haven Keystone, LLC using the net asset value of the Company’s members’ interest in the entity. As such, the fair value has not been classified within the fair value hierarchy.

The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the years ended December 31, 2025:


	First Lien Debt			Second Lien Debt		Other Debt Investments			Equity			Total Investments
Fair value, beginning of period	$	5,442,166		$	2,112	$	6,520		$	55,995		$	5,506,793
Purchases of investments(1)		1,658,225			13,407		4,468			7,584			1,683,684
Proceeds from principal repayments and sales of investments(1)		(1,188,702	)		—		—			(9,722	)		(1,198,424	)
Accretion of discount/amortization of premium		23,843			1		98			—			23,942
Payment-in-kind		18,633			616		990			5,425			25,664
Net change in unrealized appreciation (depreciation)		(48,017	)		—		(512	)		(7,540	)		(56,069	)
Net realized gains (losses)		(13,647	)		—		—			3,273			(10,374	)
Transfers into/out of Level 3 (3)		2,069			—		—			—			2,069
Fair value, end of period	$	5,894,570		$	16,136	$	11,564		$	55,015		$	5,977,285

Net change in unrealized appreciation (depreciation) from investments still held as of December 31, 2025	$	(44,758	)	$	—	$	(512	)	$	(7,448	)	$	(52,718	)

(1)

Purchases may include investments received in corporate action and restructurings.

151

(2)

Sales may include investments received in corporate action and restructurings.

(3)

Transfer of portfolio investments within the three-level hierarchy is recorded during the period of such reclassification occurrence at the fair value as of the beginning of the respective period. Generally, reclassifications are primarily due to increase/decrease of price transparency.

The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the years ended December 31, 2024:


	First Lien Debt			Second Lien Debt			Other Debt Investments		Equity			Total Investments
Fair value, beginning of period	$	2,710,858		$	21,708		$	2,484	$	33,352		$	2,768,402
Purchases of investments(1)		3,384,782			2,406			3,537		17,351			3,408,076
Proceeds from principal repayments and sales of investments(2)		(659,416	)		(17,500	)		—		(173	)		(677,089	)
Accretion of discount/amortization of premium		18,946			393			66		—			19,405
Payment-in-kind		13,294			45			350		5,753			19,442
Net change in unrealized appreciation (depreciation)		2,740			5,565			83		(106	)		8,282
Net realized gains (losses)		(10,979	)		(10,505	)		—		(182	)		(21,666	)
Transfers into/out of Level 3 (3)		(18,059	)		—			—		—			(18,059	)
Fair value, end of period	$	5,442,166		$	2,112		$	6,520	$	55,995		$	5,506,793

Net change in unrealized appreciation (depreciation) from investments still held as of December 31, 2024	$	2,440		$	4,893		$	83	$	(106	)	$	7,310

(1)

Purchases may include investments received in corporate action and restructurings.

(2)

Sales may include investments received in corporate action and restructurings.

(3)

The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments as of December 31, 2025 and December 31, 2024, respectively. The tables are not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.

          
         December 31, 2025

          
         Fair

         Valuation

         Significant
Unobservable

         Range (1)

         Weighted

          
         Value

         Technique (2)

         Input

         Low

         High

         Average (3)

Investments in first lien debt

5,844,425

Yield Analysis

Discount Rate

7.48

39.21

9.25

50,145

Market Approach

EBITDA Multiple

6.25x

10.00x

8.31x

Investments in second lien debt

1,461

Yield Analysis

Discount Rate

12.27

12.75

12.38

14,675

Market Approach

EBITDA Multiple

7.75x

10.00x

7.86x

Other debt

6,667

Yield Analysis

Discount Rate

13.70

14.95

14.36

4,897

Market Approach

EBITDA Multiple

6.25x

7.75x

7.75x

Preferred equity

30,136

Income Approach

Discount Rate

12.09

15.66

13.55

12,439

Market Approach

EBITDA Multiple

7.75x

15.43x

12.99x

Common equity

6,693

Market Approach

Revenue Multiple

5.00x

22.25x

17.25x

5,747

Market Approach

EBITDA Multiple

1.20x

24.60x

11.61x

Total Investments

5,977,285

(1)

For an asset category that contains a single investment, the range is not included.

(2)

During the years ended December 31, 2025, two preferred equity positions with a combined fair value of $9.2 million transitioned from an income approach to a market approach valuation technique, four debt investments with a combined fair value of $45.2 million transitioned from a yield analysis to market approach valuation technique.

(3)

Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. Weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.


	December 31, 2024
	Fair		Valuation	Significant Unobservable	Range (1)						Weighted
	Value		Technique (2)	Input	Low			High			Average (3)
Investments in first lien debt	$	5,439,606	Yield Analysis	Discount Rate		7.92	%		34.06	%		10.10	%
		2,560	Market Approach	EBITDA Multiple							6.50x
Investments in second lien debt		2,112	Yield Analysis	Discount Rate		10.18	%		12.70	%		11.63	%
Other debt		6,225	Yield Analysis	Discount Rate		9.42	%		14.90	%		12.13	%
	295		Market Approach	EBITDA Multiple							9.00x
Preferred equity		42,434	Income Approach	Discount Rate		12.19	%		17.50	%		15.13	%
		2,462	Market Approach	EBITDA Multiple							8.50x
Common equity		5,043	Market Approach	Revenue Multiple	7.60x			12.70x			11.27x
		6,056	Market Approach	EBITDA Multiple	3.90x			18.70x			13.77x
Total Investments	$	5,506,793

152

(1)

For an asset category that contains a single investment, the range is not included.

(2)

During the year ended December 31, 2024, one unsecured debt position with a fair value of $3.07 million transitioned from an income approach to a yield analysis valuation technique.

(3)

The significant unobservable input used in yield analysis is discount rate based on comparable market yields. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. The significant unobservable input used in the market approach is the comparable company multiple. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The significant unobservable inputs used in the income approach are the comparative yield or discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value.

Financial instruments disclosed but not carried at fair value

The Company’s debt is presented at carrying value on the Consolidated Statements of Financial Condition. The fair value of the Company’s credit facilities and unsecured notes are estimated in accordance with the Company’s valuation policy. The carrying value and fair value of the Company’s debt were as follows:


	December 31, 2025					December 31, 2024
	Level	Carrying Value		Fair Value		Carrying Value		Fair Value
ING Facility	3	$	254,537	$	254,537	$	313,352	$	313,352
Wells Funding Facility	3		497,250		497,250		381,250		381,250
CBNA Funding Facility	3		225,000		225,000		93,750		93,750
JPM Funding Facility	3		744,073		744,073		614,073		614,073
Series A 2026 Notes(1)(6)	3		—		—		203,112		202,899
Series A 2028 Notes(1)(6)	3		145,151		146,080		144,986		143,487
Series B 2026 Notes(2)(6)	3		106,745		106,683		106,345		106,170
Series B 2028 Notes(2)(6)	3		127,227		128,152		126,945		125,503
Series C 2027 Notes(3)(6)	3		135,966		137,638		135,515		137,188
Series C 2029 Notes(3)(6)	3		162,425		167,204		162,094		164,336
Series D 2027 Notes(4)(6)	3		99,390		100,272		99,007		99,146
Series D 2029 Notes(4)(6)	3		198,349		200,709		197,890		196,159
2030 Notes(5)	3		294,837		294,837		293,686		293,686
2028 Notes(7)	3		294,582		294,080		—		—
Total		$	3,285,532	$	3,296,515	$	2,872,005	$	2,870,999

(1)

The carrying value of the Company’s Series A 2026 Notes and Series A 2028 Notes (each as defined below) was presented net of unamortized debt issuance costs of $0 and $849, respectively, as of December 31, 2025, and $888 and $1,014, respectively, as of December 31, 2024.

(2)

The carrying value of the Company’s Series B 2026 Notes and Series B 2028 Notes (each as defined below) was presented net of unamortized debt issuance costs of $255 and $773, respectively, as of December 31, 2025, and $655 and $1,055, respectively, as of December 31, 2024.

(3)

The carrying value of the Company’s Series C 2027 Notes and Series C 2029 Notes (each as defined below) was presented net of unamortized debt issuance costs of $534 and $1,075, respectively, as of December 31, 2025, and $985 and $1,406, respectively, as of December 31, 2024.

(4)

The carrying value of the Company’s Series D 2027 Notes and Series D 2029 Notes (each as defined below) was presented net of unamortized debt issuance costs of $610 and $1,651, respectively, as of December 31, 2025, and $993 and $2,110, respectively, as of December 31, 2024.

153

(5)

The carrying value of the Company’s 2030 Notes (as defined below) was presented net of unamortized debt issuance cost of $3,080, as of December 31, 2025, and $3,721 as of December 31, 2024. The carrying value of the Company’s 2030 Notes (as defined below) was presented net of unamortized original issue discount of $2,083, as of December 31, 2025, and $2,587 as of December 31, 2024.

(6)

Inclusive of change in fair market value of effective hedge.

(7)

The carrying value of the Company’s 2028 Notes (as defined below) was presented net of unamortized debt issuance costs and unamortized original issue discount of $3,488, and $1,930, respectively, as of December 31, 2025.

The carrying amounts of the Company’s assets and liabilities, other than investments at fair value and debt, approximate fair value. These financial instruments are categorized as Level 3 within the hierarchy.

(6) DEBT

The Company’s outstanding debt obligations were as follows:


	December 31, 2025						December 31, 2024
	Aggregate Principal Committed		Outstanding Principal		Unused Portion		Aggregate Principal Committed		Outstanding Principal		Unused Portion
ING Facility(1)	$	1,350,000	$	254,537	$	1,094,850	$	1,350,000	$	313,352	$	1,036,036
Wells Funding Facility		900,000		497,250		402,750		900,000		381,250		518,750
CBNA Funding Facility		375,000		225,000		150,000		375,000		93,750		281,250
JPM Funding Facility		1,200,000		744,073		455,927		1,200,000		614,073		585,927
Series A 2026 Notes(2)		—		—		—		204,000		204,000		—
Series A 2028 Notes(2)		146,000		146,000		—		146,000		146,000		—
Series B 2026 Notes(3)		107,000		107,000		—		107,000		107,000		—
Series B 2028 Notes(3)		128,000		128,000		—		128,000		128,000		—
Series C 2027 Notes(4)		136,500		136,500		—		136,500		136,500		—
Series C 2029 Notes(4)		163,500		163,500		—		163,500		163,500		—
Series D 2027 Notes(5)		100,000		100,000		—		100,000		100,000		—
Series D 2029 Notes(5)		200,000		200,000		—		200,000		200,000		—
2030 Notes(6)		300,000		300,000		—		300,000		300,000		—
2028 Notes(7)		300,000		300,000		—		—		—		—
Total	$	5,406,000	$	3,301,860	$	2,103,527	$	5,310,000	$	2,887,425	$	2,421,963

(1)

As of December 31, 2025 and December 31, 2024, letters of credit of $613 and $613, respectively, were outstanding, which reduced the unused availability under the ING Facility by the same amount. Under the ING Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of December 31, 2025 and December 31, 2024, the Company had borrowings denominated in Euros (EUR) of 12,216 and 12,216. As of December 31, 2025 and December 31, 2024, the Company had borrowings denominated in Canadian dollars (CAD) of 5,800 and 2,800, respectively. As of December 31, 2025 and December 31, 2024, the Company had borrowings denominated in British Pound (GBP) of 2,200 and 2,200, respectively.

(2)

The carrying value of the Company’s Series A 2026 Notes and Series A 2028 Notes was presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $0 and $849, respectively, as of December 31, 2025 and $888 and $1,014, respectively, as of December 31, 2024.

(3)

The carrying value of the Company’s Series B 2026 Notes and Series B 2028 Notes was presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $255 and $773, respectively, as of December 31, 2025 and $655 and $1,055, respectively, as of December 31, 2024.

(4)

The carrying value of the Company’s Series C 2027 Notes and Series C 2029 Notes was presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $534 and $1,075, respectively, as of December 31, 2025 and $985 and $1,406, respectively, as of December 31, 2024.

(5)

The carrying value of the Company’s Series D 2027 Notes and Series D 2029 Notes was presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $610 and $1,651, respectively, as of December 31, 2025 and $993 and $2,110, respectively, as of December 31, 2024.

(6)

The carrying value of the Company’s 2030 Notes was presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $3,080, as of December 31, 2025 and $3,721, as of December 31, 2024.

(7)

The carrying value of the Company’s 2028 Notes was presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $3,488 as of December 31, 2025.


	For the Year Ended
	December 31, 2025			December 31, 2024			December 31, 2023
Combined weighted average interest rate (1)		6.94	%		8.04	%		7.72	%
Combined weighted average effective interest rate(2)		7.44	%		8.51	%		8.19	%
Combined weighted average debt outstanding	$	3,079,014		$	1,811,974		$	844,373

(1)

Excludes unused commitment fees, amortization of financing costs, accretion of original issue discount and net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items.

(2)

Excludes unused commitment fees.

As of December 31, 2025, and December 31, 2024, the Company was in compliance with all covenants and other requirements of each of the credit facilities, debt securitizations and each of the respective unsecured notes.

ING Facility

On February 1, 2022, the Company initially entered into a senior secured revolving credit agreement (as amended, restated, supplemented or otherwise modified from time to time, the “ING Facility”) with the Company, as borrower, ING, as administrative agent, Sumitomo Mitsui Banking Corporation, MUFG Union Bank, N.A., and Truist Securities, Inc. as joint lead arrangers, and the lenders from time to time party thereto. Pursuant to the ING Facility, the lenders have agreed to extend credit to the Company in an aggregate principal amount of up to $1,350,000, subject to availability under a borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness. Maximum capacity under the ING Facility may be increased to $2,025,000 through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders

154

may, at their option, agree to provide additional financing. The availability period of the ING Facility will terminate on July 15, 2028 and will mature on July 15, 2029.

The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Borrowings under the ING Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the highest of (a) the prime rate as publicly announced by The Wall Street Journal, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions, as published by the Federal Reserve Bank of New York plus (ii) 0.5%, and (c) one month SOFR plus 1% per annum) plus 0.875%, and (y) for loans for which the Company elects the SOFR option, the applicable SOFR rate for the related interest period for such borrowing plus 1.875% per annum. The Company pays an unused fee of 0.375% per annum on the daily unused amount of the revolver commitments. As of December 31, 2025, the Company was in compliance with all covenants and other requirements of the ING Facility.

The summary information of the ING Facility is as follows:


	For the Year Ended
	December 31, 2025			December 31, 2024			December 31, 2023
Borrowing interest expense	$	13,022		$	9,706		$	10,612
Facility unused commitment fees		4,338			3,769			2,901
Amortization of deferred financing costs		2,111			1,666			1,208
Total	$	19,471		$	15,141		$	14,721
Weighted average interest rate		6.11	%		7.05	%		6.46	%
Weighted average effective interest rate		7.10	%		8.25	%		7.19	%
Weighted average outstanding balance	$	210,136		$	135,437		$	162,063

Wells Funding Facility

On June 29, 2022, the Company initially entered into (i) a contribution agreement (the “Wells Contribution Agreement”) with Financing SPV, pursuant to which the Company contributed to Financing SPV certain loans it has originated or acquired, or will originate or acquire (the “Loans”) from time to time, (ii) a loan and servicing agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Loan and Servicing Agreement” and, together with the Wells Contribution Agreement, the “Wells Agreements”) with Financing SPV, as the borrower, Wells Fargo Bank, National Association (“Wells”), as the administrative agent and swingline lender, the Company, as the equityholder and as the servicer, and State Street Bank and Trust Company, as collateral agent and as collateral custodian, pursuant to which Wells has agreed to extend credit to Financing SPV in an aggregate principal amount up to $900,000 at any one time outstanding (the “Wells Funding Facility”) and (iii) various supporting documentation, including an account control agreement.

The obligations of Financing SPV under the Wells Funding Facility are secured by all of the assets held by Financing SPV, including the Loans contributed or transferred by the Company to Financing SPV. The Wells Funding Facility is a revolving funding facility with a reinvestment period ending September 12, 2028 and a final maturity date of September 12, 2030. Subject to certain conditions, the reinvestment period and final maturity are both subject to a one-year extension. Advances under the Wells Funding Facility are available in US dollars, pound sterling, Euros or Canadian dollars, or Australian dollars, and subject to certain exceptions, the interest charged on the Wells Funding Facility is based on Daily Simple SOFR (Dollar), SONIA (GBP), EURIBOR (Euros), CORRA (Canadian dollars), BBSY (Australian dollars) or as applicable (or, if any such reference rate is not available, a benchmark replacement or a “base rate” (which is the greater of a prime rate and the federal funds rate plus 1.50%), as applicable), plus a margin equal to 1.90%. SONIA, EURIBOR, CORRA and BBSY are subject to a floor of zero. Under the Wells Agreements, the Company and Financing SPV, as applicable, have made representations and warranties regarding the Loans, as well as their businesses, and are required to comply with various covenants, servicing procedures, limitations on disposition of Loans, reporting requirements and other customary requirements for similar revolving funding facilities. The Loan and Servicing Agreement includes usual and customary events of default for revolving funding facilities of this nature, including allowing Wells, upon a default, to accelerate and foreclose on the Loans and to pursue the rights under the Loans directly with the obligors thereof. As of December 31, 2025, the Company was in compliance with all covenants and other requirements of the Wells Funding Facility.

The summary information of the Wells Funding Facility is as follows:


	For the Year Ended
	December 31, 2025			December 31, 2024			December 31, 2023
Borrowing interest expense	$	23,270		$	19,958		$	21,912
Facility unused commitment fees		4,769			6,093			3,035
Amortization of deferred financing costs		2,178			1,768			1,346
Total	$	30,217		$	27,819		$	26,293
Weighted average interest rate		6.42	%		7.41	%		7.68	%
Weighted average effective interest rate		7.02	%		8.07	%		8.15	%
Weighted average outstanding balance	$	357,450		$	264,803		$	281,406

CBNA Funding Facility

On September 12, 2023, the Company entered into (i) a contribution agreement (the “CBNA Contribution Agreement”) with Financing II SPV, pursuant to which the Company will contribute to Financing II SPV certain loans it has originated or acquired, or will originate or acquire (the “Loans”) from time to time, (ii) a loan and security agreement (the “Loan and Security Agreement” and, together with the CBNA Contribution Agreement, the “CBNA Agreements”) with Financing II SPV, as the borrower, Citizens Bank, N.A. (“CBNA”), as the facility agent, the lenders party thereto (collectively, the

155

“Lenders”), the Company, as the servicer, as the equityholder and as the transferor, and State Street Bank and Trust Company, as collateral agent, as account bank and as collateral custodian, pursuant to which the Lenders have agreed to extend credit to Financing II SPV in an aggregate principal amount of up to $375,000 at any one time outstanding (which aggregate amounts may be increased to a maximum of $750,000, subject to certain conditions set forth in the Loan and Security Agreement) (the “CBNA Funding Facility”) and (iii) various supporting documentation, including an account control agreement.

The obligations of Financing II SPV under the CBNA Funding Facility are secured by all of the assets held by Financing II SPV, including the Loans contributed or transferred by the Company to Financing II SPV. The CBNA Funding Facility is a revolving funding facility with a reinvestment period ending July 10, 2027 and a final maturity date of July 10, 2029. Advances under the CBNA Funding Facility are available in US dollars, and subject to certain exceptions, the interest charged on the CBNA Funding Facility is based on Term SOFR (or, if such reference rate is not available, a benchmark replacement or a “base rate” (which is the greatest of the Daily SOFR Rate, a prime rate, and the federal funds rate plus 0.50%), as applicable), plus a margin equal to (i) 2.25% during the reinvestment period or (ii) 2.90% after the reinvestment period. Term SOFR is subject to a floor of zero. Under the CBNA Agreements, the Company and Financing II SPV, as applicable, have made representations and warranties regarding the Loans, as well as their businesses, and are required to comply with various covenants, servicing procedures, limitations on disposition of Loans, reporting requirements and other customary requirements for similar revolving funding facilities. The Loan and Security Agreement includes usual and customary events of default for revolving funding facilities of this nature, including allowing CBNA, upon a default, to accelerate and foreclose on the Loans and to pursue the rights under the Loans directly with the obligors thereof. As of December 31, 2025, the Company was in compliance with all covenants and other requirements of the CBNA Funding Facility.

The summary information of the CBNA Funding Facility is as follows:


	For the Year Ended
	December 31, 2025			December 31, 2024			December 31, 2023(1)
Borrowing interest expense	$	12,113		$	5,238		$	304
Facility unused commitment fees		965			1,419			668
Amortization of deferred financing costs		1,096			900			214
Total	$	14,174		$	7,557		$	1,186
Weighted average interest rate		6.47	%		7.53	%		8.18	%
Weighted average effective interest rate		7.06	%		8.82	%		9.16	%
Weighted average outstanding balance	$	184,572		$	68,428		$	12,070

JPM Funding Facility

On July 15, 2024, following the consummation of the SLIC Acquisition, the Company became party to and assumed SLIC’s obligations under the Amended and Restated Loan and Security Agreement, initially dated as of November 24, 2021 (as amended, the “JPM Funding Facility”), among SLIC Financing SPV, the Company, as successor by merger to SLIC, as parent and servicer, U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary, JP Morgan Chase Bank, N.A., as administrative agent (“JPM”), the lenders party thereto, and the issuing banks party thereto. Pursuant to the JPM Facility, JPM has agreed to extend credit to SLIC Financing SPV in an aggregate principal amount, as of December 31, 2025, of up to $1,200,000 at any one time outstanding.

The JPM Funding Facility is a revolving funding facility with a reinvestment period ending September 15, 2028 (or upon the occurrence of certain events as specified therein) and a final maturity date of September 15, 2030. Advances under the JPM Funding Facility are available in U.S. dollars and other permitted currencies. As of December 31, 2025, the interest charged on the JPM Funding Facility is based on SOFR (or, if SOFR is not available, a benchmark replacement or a “base rate” (which is the greater of a prime rate and the federal funds rate plus 0.50%), as applicable), Daily Simple RFR, EURIBOR, Adjusted Term CORRA, or the AUD Screen Rate, as applicable, plus a margin of 1.90%, as set forth in the JPM Funding Facility. As of December 31, 2025, the Company was in compliance with all covenants and other requirements of the JPM Funding Facility.

The summary information of the JPM Funding Facility is as follows:


	For the Year Ended
	December 31, 2025			December 31, 2024(1)			December 31, 2023
Borrowing interest expense	$	49,625		$	19,039		N/A
Facility unused commitment fees		3,283			2,262		N/A
Amortization of deferred financing costs		2,524			1,178		N/A
Total	$	55,432		$	22,479		N/A
Weighted average interest rate		6.36	%		7.18	%	N/A
Weighted average effective interest rate		6.68	%		7.63	%	N/A
Weighted average outstanding balance	$	769,692		$	561,414		N/A

(1)

For the year ended December 31, 2024, calculated for the period from July 15, 2024 through December 31, 2024.

The Series A 2026 Notes and the Series A 2028 Notes

On March 16, 2023, the Company entered into a Master Note Purchase Agreement (the “March 2023 NPA”) governing the issuance of (i) $204,000 in aggregate principal amount of Series A Senior Notes, Tranche A, due March 16, 2026 (the “Series A 2026 Notes”) and (ii) $146,000 in aggregate principal amount of Series A Senior Notes, Tranche B, due March 16, 2028 (the “Series A 2028 Notes” and, together with the Series A 2026 Notes, the “Series A Notes”) to certain qualified institutional investors in a private placement.

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The Series A Notes were delivered and paid for on March 16, 2023, subject to certain customary closing conditions. The Series A 2026 Notes have a fixed interest rate of 8.10% per year and will mature on March 16, 2026 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the March 2023 NPA. The Series A 2028 Notes have a fixed interest rate of 8.13% per year and will mature on March 16, 2028 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the March 2023 NPA. Interest on the Series A Notes is due semiannually in March and September of each year. Subject to the terms of the March 2023 NPA, the Company may redeem the Series A 2026 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before December 16, 2025, a make-whole premium, and the Company may redeem the Series A 2028 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before December 16, 2027, a make-whole premium. The Company’s obligations under the March 2023 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. As of December 31, 2025, the Company was in compliance with all covenants and other requirements of the Series A Notes.

In connection with the Series A Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the Series A 2026 Notes, the Company receives a fixed interest rate of 8.10% per annum and pays a floating interest rate of SOFR + 6.96% per annum on $204,000 notional amount of the Series A 2026 Notes. Under the interest rate swap agreement related to the Series A 2028 Notes, the Company receives a fixed interest rate of 8.13% per annum and pays a floating interest rate of SOFR + 4.88% per annum on $146,000 notional amount of the Series A 2028 Notes. The interest rate swaps related to the Series A 2026 Notes and Series A 2028 Notes mature on March 16, 2026 and March 16, 2028, respectively. The interest expense related to the Series A Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company's Consolidated Statements of Operations. As of December 31, 2025, the interest rate swap had a fair value of $(477) related to the Series A 2028 Notes. Based on the fair value measurement hierarchy, the swaps are classified as Level 3 investments. Depending on the nature of the balance at period end, the fair value of the interest rate swaps are either included as a component of "accrued expenses and other liabilities" or "prepaid expenses and other assets" on the Company's Consolidated Statements of Financial Condition. The change in fair value of the interest rate swaps is offset by the change in fair value of the Series A 2028 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations. The Company designated the interest rate swap on the Series A 2028 Notes as the hedging instrument in a qualifying hedge accounting relationship.

The Series A 2026 Notes were redeemed in full by the Company pursuant to the March 2023 NPA on December 17, 2025. The interest rate swap in relation to the Series A 2026 Notes was terminated in conjunction with the repayment of the Series A 2026 Notes.

The summary information of the Series A 2026 Notes is as follows:


	For the Year Ended
	December 31, 2025			December 31, 2024			December 31, 2023
Borrowing interest expense	$	16,053		$	17,282		$	13,082
Amortization of debt issuance costs		736			739			593
Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items		1,110			(15	)	N/A
Total	$	17,899		$	18,006		$	13,675
Stated interest rate		8.10	%		8.10	%		8.10	%
Weighted average effective interest rate		9.13	%		8.47	%		8.10	%

The summary information of the Series A 2028 Notes is as follows:


	For the Year Ended
	December 31, 2025			December 31, 2024			December 31, 2023
Borrowing interest expense	$	12,020		$	12,493		$	9,397
Amortization of debt issuance costs		316			318			260
Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items		639			6		N/A
Total	$	12,975		$	12,817		$	9,657
Stated interest rate		8.13	%		8.13	%		8.13	%
Weighted average effective interest rate		8.89	%		8.56	%		8.13	%

The Series B 2026 Notes and the Series B 2028 Notes

On August 10, 2023, the Company entered into a Master Note Purchase Agreement (the “August 2023 NPA”) governing the issuance of $107,000 in aggregate principal amount of Series B Senior Notes, Tranche A, due August 10, 2026 (the “Series B 2026 Notes”) and the issuance of $128,000 in aggregate principal amount of Series B Senior Notes, Tranche B, due August 10, 2028 (the “Series B 2028 Notes” and, together with the Series B 2026 Notes, collectively, the “Series B Notes”) to certain qualified institutional investors in a private placement. The Series B Notes were delivered and paid for on August 10, 2023, subject to certain customary closing conditions.

The Series B 2026 Notes have a fixed interest rate of 8.84% per year and the Series B 2028 Notes have a fixed interest rate of 8.88% per year, subject to a step up to the extent a Below Investment Grade Event (as defined in the August 2023 NPA) or a Secured Debt Ratio Event (as defined in the August 2023 NPA) occurs. The Series B 2026 Notes will mature on August 10, 2026 and the Series B 2028 Notes will mature on August 10, 2028, unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the August 2023 NPA. Interest on the Series

157

B Notes is due semiannually in March and September of each year, beginning in March 2024. In addition, the Company is obligated to offer to repay the Series B Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the August 2023 NPA, the Company may redeem the Series B Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if the Series B 2026 Notes are redeemed on or before May 10, 2026 or the Series B 2028 Notes are redeemed on or before May 10, 2028, a make-whole premium. As of December 31, 2025, the Company was in compliance with all covenants and other requirements of the Series B Notes.

In connection with the Series B Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the Series B 2026 Notes, the Company receives a fixed interest rate of 8.84% per annum and pays a floating interest rate of SOFR + 6.12% per annum on $107,000 notional amount of the Series B 2026 Notes. Under the interest rate swap agreement related to the Series B 2028 Notes, the Company receives a fixed interest rate of 8.88% per annum and pays a floating interest rate of SOFR + 5.56% per annum on $128,000 notional amount of the Series B 2028 Notes. The interest rate swaps related to the Series B 2026 Notes and Series B 2028 Notes mature on August 10, 2026 and August 10, 2028, respectively. The interest expense related to the Series B Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company's Consolidated Statements of Operations. As of December 31, 2025, the interest rate swaps had a fair value of $(578) and $(365), respectively, related to the Series B 2026 Notes and Series B 2028 Notes. Based on the fair value measurement hierarchy, the swaps are classified as Level 3 investments. Depending on the nature of the balance at period end, the fair value of the interest rate swaps are either included as a component of "accrued expenses and other liabilities" or "prepaid expenses and other assets" on the Company's Consolidated Statements of Financial Condition. The change in fair value of the interest rate swaps is offset by the change in fair value of the Series B Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

The change in fair value of the interest rate swap on the Series B 2026 Notes is included as a component of interest expense and other financing on the Consolidated Statements of Operations. The interest rate swap on the Series B 2026 Notes does not qualify for hedge accounting treatment.

The summary information of the Series B 2026 Notes is as follows:


	For the Year Ended
	December 31, 2025			December 31, 2024			December 31, 2023
Borrowing interest expense	$	9,557		$	9,878		$	3,705
Amortization of debt issuance costs		414			409			155
Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items		311			(3	)	N/A
Total	$	10,282		$	10,284		$	3,860
Stated interest rate		8.84	%		8.84	%		8.84	%
Weighted average effective interest rate		9.61	%		9.23	%		8.84	%

The summary information of the Series B 2028 Notes is as follows:


	For the Year Ended
	December 31, 2025			December 31, 2024			December 31, 2023
Borrowing interest expense	$	11,501		$	11,917		$	4,452
Amortization of debt issuance costs		294			293			111
Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items		580			11		N/A
Total	$	12,375		$	12,221		$	4,563
Stated interest rate		8.88	%		8.88	%		8.88	%
Weighted average effective interest rate		9.67	%		9.31	%		8.88	%

The Series C 2027 Notes and the Series C 2029 Notes

On December 1, 2023, the Company entered into the First Supplement, dated as of December 1, 2023 (the “First Supplement”), to the August 2023 NPA (as supplemented by the First Supplement, the “December 2023 NPA”) governing the issuance of $136,500 in aggregate principal amount of Series C Senior Notes, Tranche A, due March 1, 2027 (the “Series C 2027 Notes”) and the issuance of $163,500 in aggregate principal amount of Series C Senior Notes, Tranche B, due March 1, 2029 (the “Series C 2029 Notes” and, together with the Series C 2027 Notes, collectively, the “Series C Notes”) to certain qualified institutional investors in a private placement. The Series C Notes were delivered and paid for on December 1, 2023, subject to certain customary closing conditions.

The Series C 2027 Notes have a fixed interest rate of 8.92% per year and the Series C 2029 Notes have a fixed interest rate of 9.07% per year, subject to a step up to the extent a Below Investment Grade Event (as defined in the December 2023 NPA) or a Secured Debt Ratio Event (as defined in the December 2023 NPA) occurs. The Series C 2027 Notes will mature on March 1, 2027 and the Series C 2029 Notes will mature on March 1, 2029, unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the December 2023 NPA. Interest on the Series C Notes is due semiannually in March and September of each year, beginning in March 2024. In addition, the Company is obligated to offer to repay the Series C Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the December 2023 NPA, the Company may redeem the Series C Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if the Series C 2027 Notes are redeemed on or before December 1, 2026

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or the Series C 2029 Notes are redeemed on or before December 1, 2028, a make-whole premium. As of December 31, 2025, the Company was in compliance with all covenants and other requirements of the Series C Notes.

In connection with the Series C Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the Series C 2027 Notes, the Company receives a fixed interest rate of 8.92% per annum and pays a floating interest rate of SOFR + 4.49% per annum on $136,500 notional amount of the Series C 2027 Notes. Under the interest rate swap agreement related to the Series C 2029 Notes, the Company receives a fixed interest rate of 9.07% per annum and pays a floating interest rate of SOFR + 4.77% per annum on $163,500 notional amount of the Series C 2029 Notes. The interest rate swaps related to the Series C 2027 Notes and Series C 2029 Notes mature on March 1, 2027 and March 1, 2029, respectively. The interest expense related to the Series C Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company's Consolidated Statements of Operations. As of December 31, 2025, the interest rate swaps had a fair value of $1,481 and $4,128, respectively, related to the Series C 2027 Notes and Series C 2029 Notes. Based on the fair value measurement hierarchy, the swaps are classified as Level 3 investments. Depending on the nature of the balance at period end, the fair value of the interest rate swaps is either included as a component of “accrued expenses and other liabilities” or “prepaid expenses and other assets” on the Company's Consolidated Statements of Financial Condition. Depending on the nature of the balance at period end, the fair value of the interest rate swaps is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company's Consolidated Statements of Financial Condition. The change in fair value of the interest rate swaps are offset by the change in fair value of the Series C Notes, with the remaining difference included as a component of interest expense and other financing on the Consolidated Statements of Operations. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

The summary information of the Series C 2027 Notes is as follows:


	For the Year Ended
	December 31, 2025			December 31, 2024			December 31, 2023
Borrowing interest expense	$	12,055		$	13,419		$	1,193
Amortization of debt issuance costs		458			458			37
Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items		(289	)		205			(260	)
Total	$	12,224		$	14,082		$	970
Stated interest rate		8.92	%		8.92	%		8.92	%
Weighted average effective interest rate		8.96	%		9.83	%		8.92	%

The summary information of the Series C 2029 Notes is as follows:


	For the Year Ended
	December 31, 2025			December 31, 2024			December 31, 2023
Borrowing interest expense	$	14,904		$	16,539		$	1,470
Amortization of debt issuance costs		339			340			27
Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items		(321	)		647			(749	)
Total	$	14,922		$	17,526		$	748
Stated interest rate		9.07	%		9.07	%		9.07	%
Weighted average effective interest rate		9.13	%		10.12	%		9.07	%

The Series D 2027 Notes and the Series D 2029 Notes

On August 5, 2024, the Company entered into the Second Supplement, dated as of August 5, 2024 (the “Second Supplement”), to the Master Note Purchase Agreement dated as of August 10, 2023 (as supplemented by the First Supplement and the Second Supplement, the “Note Purchase Agreement”) governing the issuance of $100,000 in aggregate principal amount of Series D Senior Notes, Tranche A, due August 5, 2027 (the “Series D 2027 Notes”) and the issuance of $200,000 in aggregate principal amount of Series D Senior Notes, Tranche B, due August 5, 2029 (the “Series D 2029 Notes” and, together with the Series D 2027 Notes, collectively, the “Series D Notes”) to certain qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on August 5, 2024, subject to certain customary closing conditions.

The Series D 2027 Notes have a fixed interest rate of 6.84% per year and the Series D 2029 Notes have a fixed interest rate of 6.91% per year, subject to a step up to the extent a Below Investment Grade Event (as defined in the Note Purchase Agreement) or a Secured Debt Ratio Event (as defined in the Note Purchase Agreement) occurs. The Series D 2027 Notes will mature on August 5, 2027 and the Series D 2029 Notes will mature on August 5, 2029, unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the Note Purchase Agreement. Interest on the Series D Notes is due semiannually in March and September of each year, beginning in September 2024. In addition, the Company is obligated to offer to repay the Series D Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the Note Purchase Agreement, the Company may redeem the Series D Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if the Series D 2027 Notes are redeemed on or before May 5, 2027 or the Series D 2029 Notes are redeemed on or before May 5, 2029, a make-whole premium. As of December 31, 2025, the Company was in compliance with all covenants and other requirements of the Series D Notes.

In connection with the Series D 2027 Notes and Series D 2029 Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate

159

swap agreement related to the Series D 2027 Notes, the Company receives a fixed interest rate of 6.84% per annum and pays a floating interest rate of SOFR + 3.46% per annum on $100,000 of the Series D 2027 Notes. Under the interest rate swap agreement related to the Series D 2029 Notes, the Company receives a fixed interest rate of 6.91% per annum and pays a floating interest rate of SOFR + 3.48% per annum on $200,000 of the Series D 2029 Notes. As of December 31, 2025, the interest rate swaps had a fair value of $(3) and $(148), respectively, related to the Series D 2027 Notes and Series D 2029 Notes. Based on the fair value measurement hierarchy, the swaps are classified as Level 3 investments. Depending on the nature of the balance at period end, the fair value of the interest rate swaps is either included as a component of “accrued expenses and other liabilities” or “prepaid expenses and other assets” on the Company's Consolidated Statements of Financial Condition. The change in fair value of the interest rate swaps are offset by the change in fair value of the Series D Notes, with the remaining difference included as a component of interest and other financing expense on the Consolidated Statements of Operations. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

The summary information of the Series D 2027 Notes is as follows:


	For the Year Ended
	December 31, 2025			December 31, 2024			December 31, 2023
Borrowing interest expense	$	6,840		$	2,774		N/A
Amortization of debt issuance costs		383			156		N/A
Net change in unrealized appreciation (depreciation) on effective interest rate swaps and hedged items		269			6		N/A
Total	$	7,492		$	2,936		N/A
Stated interest rate		6.84	%		6.84	%	N/A
Weighted average effective interest rate		7.49	%		6.84	%	N/A

The summary information of the Series D 2029 Notes is as follows:


	For the Year Ended
	December 31, 2025			December 31, 2024			December 31, 2023
Borrowing interest expense	$	13,820		$	5,605		N/A
Amortization of debt issuance costs		459			187		N/A
Net change in unrealized appreciation (depreciation) on effective interest rate swaps and hedged items		834			24		N/A
Total	$	15,113		$	5,816		N/A
Stated interest rate		6.91	%		6.91	%	N/A
Weighted average effective interest rate		7.56	%		6.91	%	N/A

The 2030 Notes

On October 1, 2024, the Company issued $300,000 in aggregate principal amount of 5.750% notes due 2030 (the “2030 Notes”), pursuant to a Base Indenture dated October 1, 2024 (the “Base Indenture”) between the Company and US Bank Trust Company, National Association (the “Trustee”), as supplemented by the First Supplemental Indenture dated October 1, 2024 (the “First Supplemental Indenture” and together with the Base Indenture, the “February 2030 Notes Indenture”). As of December 31, 2025, the Company was in compliance with all covenants and other requirements of the 2030 Notes.

The 2030 Notes will mature on February 1, 2030 and may be redeemed in whole or in part at the Company’s option at any time prior to January 1, 2030 at par value plus a “make-whole” premium calculated in accordance with the terms under “optional redemption” in the February 2030 Notes Indenture and at par value on January 1, 2030 or thereafter. The 2030 Notes bear interest at a rate of 5.75% per year payable semi-annually on February 1 and August 1 of each year, commencing on February 1, 2025. The 2030 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2030 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

Pursuant to a Registration Statement on Form N-14 (File No. 333-284526), which went effective on February 28, 2025, the Company closed an exchange offer in which holders of the 2030 Notes that were restricted because they were issued in a private placement were offered the opportunity to exchange such notes for new, registered notes with substantially identical terms. Through this exchange offer, holders representing 100% of the outstanding principal of the then restricted 2030 Notes obtained registered, unrestricted 2030 Notes.

The summary information of the 2030 Notes is as follows:

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	For the Year Ended
	December 31, 2025			December 31, 2024			December 31, 2023
Borrowing interest expense	$	17,250		$	4,313		N/A
Amortization of debt issuance costs		747			184		N/A
Accretion of original issuance discount		510			128		N/A
Total	$	18,507		$	4,625		N/A
Stated interest rate		5.75	%		5.75	%	N/A
Weighted average effective interest rate		6.17	%		5.75	%	N/A

The 2028 Notes

On September 25, 2025, the Company issued $300,000 in aggregate principal amount of 5.125% notes due 2028 (the “2028 Notes”), pursuant to a Base Indenture, as supplemented by the Second Supplemental Indenture dated September 25, 2025 (the “Second Supplemental Indenture” and together with the Base Indenture, the “September 2028 Notes Indenture”) between the Company and Trustee. As of December 31, 2025, the Company was in compliance with all covenants and other requirements of the 2028 Notes.

The 2028 Notes will mature on September 25, 2028 and may be redeemed in whole or in part at the Company’s option at any time prior to August 25, 2028 at par value plus a “make-whole” premium calculated in accordance with the terms under “optional redemption” in the September 2028 Notes Indenture and at par value on August 25, 2028 or thereafter. The 2028 Notes bear interest at a rate of 5.125% per year payable semi-annually on March 25 and September 25 of each year, commencing on March 25, 2026. The 2028 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2028 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

In connection with the 2028 Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the 2028 Notes, the Company receives a fixed interest rate of 5.383% per annum and pays a floating interest rate of SOFR + 2.06% per annum on $300,000 of the 2028 Notes. As of December 31, 2025, the interest rate swaps had a fair value of $(514), related to the 2028 Notes. Based on the fair value measurement hierarchy, the swaps are classified as Level 3 investments. Depending on the nature of the balance at period end, the fair value of the interest rate swaps is either included as a component of “accrued expenses and other liabilities” or “prepaid expenses and other assets” on the Company's Consolidated Statements of Financial Condition. The change in fair value of the interest rate swaps are offset by the change in fair value of the 2028 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

The summary information of the 2028 Notes is as follows:


	For the Year Ended
	December 31, 2025 (1)			December 31, 2024	December 31, 2023
Borrowing interest expense	$	4,726		N/A	N/A
Amortization of debt issuance costs		362		N/A	N/A
Accretion of original issuance discount		188		N/A	N/A
Net change in unrealized appreciation (depreciation) on effective interest rate swaps and hedged items		12		N/A	N/A
Total	$	5,288		N/A	N/A
Stated interest rate		5.13	%	N/A	N/A
Weighted average effective interest rate		6.61	%	N/A	N/A

(1)

For the year ended December 31, 2025, calculated for the period from September 25, 2025 through December 31, 2025.

(7) COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company may enter into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise, and accordingly, the Company has not accrued any liability in connection with such indemnifications.

The Company’s investment portfolio contains debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of December 31, 2025 and December 31, 2024, the Company had $858,781 and $1,035,399 of unfunded commitments to fund delayed draw and revolving senior secured loans, respectively.

(8) MEMBERS’ CAPITAL

The following table shows the components of distributable earnings as shown on the Consolidated Statements of Financial Condition:

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	As of
	December 31, 2025			December 31, 2024
Total distributable earnings (loss), beginning of period	$	(50,459	)	$	(26,988	)
Net investment income		321,016			278,465
Net realized gain (loss)		(16,288	)		(26,749	)
Net unrealized appreciation (depreciation)		(66,296	)		8,255
Distributions declared		(312,944	)		(282,812	)
Tax reclassification of unitholders' equity (Note 10)		(1,028	)		(630	)
Total distributable earnings (loss), end of period	$	(125,999	)	$	(50,459	)

The following table summarizes the total Units issued and proceeds received from the closings of the Company’s continuous private offering that occurred for the years ended December 31, 2025 and 2024:


Unit Issuance Date	Units Issued		Proceeds Received
For the Year Ended December 31, 2025
January 01, 2025		2,728,267	$	51,728
February 01, 2025		2,952,665		55,982
March 01, 2025		4,210,752		79,752
April 01, 2025		3,003,865		56,533
May 01, 2025		1,797,612		33,759
June 01, 2025		2,743,611		51,580
July 01, 2025		1,522,289		28,573
August 01, 2025		1,254,942		23,555
September 01, 2025		1,189,990		22,289
October 01, 2025		1,551,396		29,011
November 01, 2025		990,164		18,496
December 01, 2025		572,406		10,664
Total		24,517,959	$	461,922
For the Year Ended December 31, 2024
January 01, 2024		7,646,273	$	146,120
February 01, 2024		6,231,714		119,088
March 01, 2024		6,662,271		127,383
April 01, 2024		5,566,519		106,042
May 01, 2024		7,767,198		147,888
June 01, 2024		3,628,420		69,375
July 01, 2024		2,486,537		47,418
August 01, 2024		2,187,027		41,554
September 01, 2024		2,705,841		51,465
October 01, 2024		2,397,182		45,547
November 01, 2024		2,510,293		47,645
December 01, 2024		2,862,477		54,215
Total		52,651,752	$	1,003,740

162

The following table summarizes the Company’s distributions declared and payable for the years ended December 31, 2025 and 2024:


Date Declared	Record Date	Payment Date	Per Unit Amount	Total Amount
January 27, 2025	January 31, 2025	February 5, 2025	$0.1265	$22,270
February 27, 2025	February 28, 2025	March 5, 2025	0.1263	22,696
March 25, 2025	March 31, 2025	April 3, 2025	0.1263	23,317
January 27, 2025	March 31, 2025	April 3, 2025	0.0474	8,751	(1)
April 25, 2025	April 30, 2025	May 5, 2025	0.1261	23,346
May 22, 2025	May 31, 2025	June 4, 2025	0.1259	23,628
June 18, 2025	June 30, 2025	July 3, 2025	0.1254	23,971
June 18, 2025	June 30, 2025	July 3, 2025	0.0470	8,984	(1)
July 24, 2025	July 31, 2025	August 5, 2025	0.1250	23,499
August 21, 2025	August 31, 2025	September 3, 2025	0.1250	23,749
September 22, 2025	September 30, 2025	October 3, 2025	0.1250	23,993
September 22, 2025	September 30, 2025	October 3, 2025	0.0463	8,888	(1)
October 23, 2025	October 31, 2025	November 5, 2025	0.1250	23,593
November 20, 2025	November 30, 2025	December 3, 2025	0.1250	23,811
December 22, 2025	December 31, 2025	January 6, 2026	0.1250	23,978
December 22, 2025	December 31, 2025	January 6, 2026	0.0233	4,470	(1)
Total Distributions			$1.6705	$312,944

(1) Represents special distribution.


Date Declared	Record Date	Payment Date	Per Unit Amount	Total Amount
January 29, 2024	January 31, 2024	February 05, 2024	$0.1513	$19,487
February 27, 2024	February 29, 2024	March 05, 2024	0.1512	20,505
March 26, 2024	March 31, 2024	April 04, 2024	0.1513	21,619
April 25, 2024	April 30, 2024	May 03, 2024	0.1508	22,258
May 28, 2024	May 31, 2024	June 05, 2024	0.1508	23,532
June 25, 2024	June 28, 2024	July 03, 2024	0.1514	24,285
July 25, 2024	July 30, 2024	August 05, 2024	0.1510	24,293
August 27, 2024	August 31, 2024	September 05, 2024	0.1504	24,639
September 24, 2024	September 30, 2024	October 03, 2024	0.1500	25,095
October 25, 2024	October 31, 2024	November 05, 2024	0.1498	25,240
November 27, 2024	November 29, 2024	December 04, 2024	0.1495	25,681
December 26, 2024	December 31, 2024	January 06, 2025	0.1492	26,178
Total Distributions			$1.8067	$282,812

The Company adopted an “opt out” distribution reinvestment plan (“DRIP”). As a result, unless unitholders elect to “opt out” of the DRIP, unitholders will have their cash dividends or distributions (net of applicable withholding tax) automatically reinvested in additional units of same class of units to which the distribution relates, rather than receiving cash. Unitholders who receive distributions in the form of Units will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, those unitholders will not receive cash with which to pay any applicable taxes.

163

The following table summarizes the amounts received and units issued to unitholders who have participated in the DRIP during for the years ended December 31, 2025 and 2024:


Payment Date	DRIP Units Issued	DRIP Units Value
January 04, 2025	807,260	$15,306
February 05, 2025	697,198	13,219
March 05, 2025	711,427	13,474
April 03, 2025	717,209	13,498
April 03, 2025	269,166	5,066
May 05, 2025	735,715	13,817
June 04, 2025	743,135	13,970
July 03, 2025	738,795	13,867
July 03, 2025	276,901	5,197
August 05, 2025	746,168	14,006
September 03, 2025	755,970	14,160
October 03, 2025	747,399	13,976
October 03, 2025	276,837	5,177
November 05, 2025	756,115	14,124
December 03, 2025	765,106	14,254
Total	9,744,401	$183,111


Payment Date	DRIP Units Issued	DRIP Units Value
January 04, 2024	539,376	$10,307
February 05, 2024	583,174	11,144
March 05, 2024	613,350	11,728
April 04, 2024	649,347	12,370
May 03, 2024	681,693	12,979
June 05, 2024	723,162	13,827
July 03, 2024	734,980	14,016
August 05, 2024	755,243	14,351
September 05, 2024	768,983	14,625
October 03, 2024	772,679	14,681
November 05, 2024	787,133	14,940
December 04, 2024	804,804	15,243
Total	8,413,924	$160,211

Unit Repurchase Program

At the discretion of the Board of Directors, the Company may repurchase, in each quarter, up to 5% of the outstanding Units (either by number of Units or aggregate net asset value) as of such quarter end pursuant to a quarterly unit repurchase program. Units purchased by the Company pursuant to the terms of each offer to repurchase will be retired and thereafter will be unissued Units.

In the event the amount of Units tendered exceeds the repurchase offer amount, Units will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer, or upon the recommencement of the unit repurchase plan, as applicable.

The following table further summarizes the unit repurchases completed for the years ended December 31, 2025 and 2024:


Repurchase Deadline Request	Percentage of Outstanding Units the Company Offered to Repurchase(1)	Price Paid Per Unit	Repurchase Pricing Date	Amount Repurchased	Number of Units Repurchased	Percentage of Outstanding Units Repurchased(1)	Maximum number of units that may yet be purchased under the repurchase program(2)
March 07, 2025	5.00%	$18.82	March 31, 2025	$65,290	3,469,202	2.01%	—
June 07, 2025	5.00%	$18.77	June 30, 2025	107,041	5,702,776	3.15%	—
September 04, 2025	5.00%	$18.70	September 30, 2025	107,961	5,773,310	3.11%	—
December 07, 2025	5.00%	$18.57	December 31, 2025	181,587	9,778,471	5.25%	—
Total				$461,879	24,723,759

(1)

Percentage is based on total units as of the close of the previous calendar quarter.

(2)

All repurchase requests were satisfied in full.

164


Repurchase Deadline Request	Percentage of Outstanding Units the Company Offered to Repurchase(1)	Price Paid Per Unit	Repurchase Pricing Date	Amount Repurchased	Number of Units Repurchased	Percentage of Outstanding Units Repurchased(1)	Maximum number of units that may yet be purchased under the repurchase program(2)
March 05, 2024	5.00%	$19.05	March 31, 2024	$28,707	1,506,944	1.25%	—
June 08, 2024	5.00%	$19.07	June 30, 2024	52,219	2,738,253	1.94%	—
September 07, 2024	5.00%	$19.00	September 30, 2024	37,636	1,980,872	1.26%	—
December 07, 2024	5.00%	$18.96	December 31, 2024	55,792	2,942,591	1.78%	—
Total				$174,354	9,168,660

(1)

Percentage is based on total units as of the close of the previous calendar quarter.

(2)

All repurchase requests were satisfied in full.

(9) EARNINGS (LOSS) PER UNIT

The following table sets forth the computation of basic and diluted earnings (loss) per Unit:


	For the Year Ended
	December 31, 2025		December 31, 2024		December 31, 2023
Numerator - net increase (decrease) in Members' Capital from operations		238,432	$	259,971	$	205,918
Denominator - weighted average Units outstanding		186,941,307		156,537,151		91,230,657
Basic and diluted earnings (loss) per Unit	$	1.28	$	1.66	$	2.26

(10)

INCOME TAXES

For income tax purposes, distributions made to holders of the Company’s unitholders are reported as ordinary income, capital gains, or a combination thereof. The tax character of distributions made for the years ended December 31, 2025, December 31, 2024, and December 31, 2023, were as follows:


	For The Year Ended
	December 31, 2025		December 31, 2024		December 31, 2023
Distributions paid from:
Ordinary income (including net short-term capital gains)	$	312,944	$	282,812	$	161,416
Net long-term capital gains		—		—		—
Total taxable distributions	$	312,944	$	282,812	$	161,416

Taxable income generally differs from net increase in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized.

For the year ended December 31, 2025, the Company estimated U.S. federal taxable income exceeded its distributions made from such taxable income during the year; consequently, the Company has elected to carry forward the excess for distribution to holders of the Company’s Units in 2026. The amount carried forward to 2026 is estimated to be approximately $8,961, of which $8,961 is expected to be ordinary income and $— is expected to be capital gains, although these amounts will not be finalized until the 2025 tax returns are filed in 2026.

The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book-to-tax treatment of net operating losses, distribution re-designations and timing of the deductibility of certain business expenses, as applicable. To the extent these differences are permanent, they are charged or credited to additional paid-in capital, undistributed net investment income or undistributed net realized gains on investments, as appropriate.

The book-to-tax differences relating to distributions made to the Company’s holders of Units resulted in reclassifications among certain capital accounts as follows:


	As of
	December 31, 2025			December 31, 2024			December 31, 2023
Paid-in capital in excess of par value	$	1,028		$	630		$	(71	)
Total distributable earnings (loss)		(1,028	)		(630	)		71

165

The cost and unrealized gain (loss) on the Company’s consolidated financial instruments, as calculated on a tax basis, at December 31, 2025, December 31, 2024, and December 31, 2023 were as follows:


	As of
	December 31, 2025			December 31, 2024			December 31, 2023
Gross unrealized appreciation	$	47,765		$	54,816		$	20,911
Gross unrealized depreciation		(138,344	)		(78,868	)		(53,216	)
Net unrealized appreciation (depreciation)		(90,579	)		(24,052	)		(32,305	)
Tax cost of investments at year end	$	6,699,705		$	6,103,560		$	3,227,449

At December 31, 2025, the Company had available for federal income tax purposes unused short-term capital losses of approximately $34,058 and long-term capital losses of approximately $9,172, that do not have an expiration date.

To the extent that capital loss carryforwards are used to offset any future capital gains realized, no capital gains tax liability will be incurred by the Company for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders.

(11) CONSOLIDATED FINANCIAL HIGHLIGHTS

The following are the financial highlights:


	For the Year Ended December 31, 2025			For the Year Ended December 31, 2024			For the Year Ended December 31, 2023			For the Year Ended December 31, 2022			For the period from March 4, 2021 (inception) to December 31, 2021(4)
Per Unit Data:(1)
Net asset value, beginning of period	$	18.96		$	19.11		$	18.59		$	20.00		$	—
Net investment income (loss)		1.72			1.78			1.77			1.26			—
Net unrealized and realized gain (loss)(2)		(0.44	)		(0.12	)		0.52			(1.56	)		—
Net increase (decrease) in net assets resulting from operations		1.28			1.66			2.29			(0.30	)		—
Distributions declared		(1.67	)		(1.81	)		(1.77	)		(1.11	)		—
Total increase (decrease) in net assets		(0.39	)		(0.15	)		0.52			(1.41	)		—
Net asset value, end of period	$	18.57		$	18.96		$	19.11		$	18.59		$	—
Units outstanding, end of period		182,049,066			172,510,464			120,613,447			68,104,617			—
Weighted average units outstanding		186,941,307			156,537,151			91,230,657			53,379,085			—
Total return based on net asset value(3)		7.03	%		9.05	%		12.81	%		(1.50	)%		—	%
Ratio/Supplemental Data:
Members' Capital, end of period	$	3,379,828		$	3,271,186		$	2,304,430		$	1,266,213		$	(456	)
Ratio of expenses before waivers to average Members' Capital(4)		10.70	%		9.54	%		8.16	%		5.41	%		—	%
Ratio of net expenses to average Members’ Capital(4)		9.55	%		9.16	%		8.13	%		3.91	%		—	%
Ratio of net investment income to average Members’ Capital(4)		9.11	%		9.31	%		9.34	%		7.25	%		—	%
Asset coverage ratio(5)		202.00	%		213.00	%		351.00	%		274.00	%		—	%
Portfolio turnover rate		20.54	%		19.27	%		13.96	%		4.56	%		—	%

(1)

The per unit data was derived by using the weighted average units outstanding during the period, except otherwise noted.

(2)

The amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.

(3)

Total return (not annualized) is calculated assuming a purchase of units at the opening of the first day of the period and a sale on the closing of the last business day of the period. Distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under the Company’s DRIP.

(4)

Amounts are annualized except for incentive fees, organization and offering costs, and other expenses for which expense support was provided, as applicable.

(5)

Effective October 27, 2021, in accordance with Section 61(a)(2) of the 1940 Act, with certain limited exceptions, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. Prior to October 27, 2021, in accordance with the 1940 Act, with certain limited exceptions, the Company was allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, was at least 200% after such borrowing.

(12) SLIC ACQUISTION

On July 15, 2024, the Company completed its acquisition of SLIC, pursuant to the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub was first merged with and into SLIC, with SLIC as the surviving company (the “Initial Merger”), and, immediately following the Initial Merger, SLIC was then merged with and into the Company, with the Company as the surviving company (the “Second Merger”). As a result of, and as of the effective time of, the Second Merger, SLIC’s separate existence ceased.

In accordance with the terms of the Merger Agreement, at the effective time of the Second Merger, each share of common stock, $0.001 par value per share, of SLIC (“SLIC Common Stock”) issued and outstanding immediately prior to the effective time, except for shares owned by the Company, was converted into the right to receive an amount in cash equal to $20.59 per share, and SLIC was then merged with and into the Company for no consideration.

166

In connection with the closing of the SLIC Acquisition, the Company paid approximately $562,504 for the SLIC Common Stock, inclusive of transaction related expenses, pursuant to the terms of the Merger Agreement and for the shares of SLIC Common Stock acquired by the Company pursuant to that certain Securities Purchase Agreement, dated as of May 24, 2024, by and between the Company and an investor in SLIC (the “SPA”). The purchase price per share of SLIC Common Stock in the SPA was equal to the price per share paid to former SLIC stockholders pursuant to the Merger Agreement plus an amount per share of SLIC Common Stock equal to the distributions on such shares of SLIC Common Stock acquired pursuant to the SPA with a record date after the date of the SPA and prior to closing of the SLIC Acquisition.

The SLIC Acquisition was accounted for as an asset acquisition in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations—Related Issues (“ASC 805”), and the Company was the accounting survivor following the SLIC Acquisition. Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of the group of assets acquired in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than certain “non-qualifying” assets (for example cash) and does not give rise to goodwill.

The following table summarizes the assets and liabilities of SLIC acquired by the Company in connection with the SLIC Acquisition:


	As of July 14, 2024
	(Unaudited)
Assets acquired
Non-controlled/non-affiliated investments, at fair value	$	1,101,382
Cash and cash equivalents		41,990
Other assets		14,665
Total assets acquired		1,158,037
Liabilities assumed
Debt		558,073
Dividend payable		21,506
Other liabilities(1)		16,802
Total liabilities assumed		596,381
Net Assets acquired		561,656
Transaction cost		848
Total consideration paid		562,504

(1)

Includes $0.41 million of management fees payable.

(13) SUBSEQUENT EVENTS

Subsequent events have been evaluated through the date the consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure through the date the consolidated financial statements were issued, except as disclosed below.

On January 07, 2026, the Company contributed $15,001 to NH Keystone.

January Issuances and Distribution Declarations

Pursuant to the Company’s continuous private offering, the Company issued approximately 972,536 Units for an aggregate offering price of $18.06 million effective January 1, 2026.

On January 26, 2026, the Company declared a distribution in the amount of $0.1250 per unit and payable on or around February 4, 2026 to unitholders of record as of January 31, 2026.

February Issuances and Distribution Declarations

Pursuant to the Company’s continuous private offering, the Company issued approximately 489,573 Units for an aggregate offering price of $9.06 million effective February 1, 2026.

On February 26, 2026, the Company declared a distribution in the amount of $0.1250 per unit and payable on or around March 4, 2026 to unitholders of record as of February 28, 2026.

167

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of December 31, 2025 (the end of the period covered by this Report), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Based on that evaluation, our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer) have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to the Company that is required to be disclosed by us in the reports we file or submit under the Exchange Act.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). The Company’s internal control over financial reporting is a process designed under the supervision of its Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) and effected by the Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external reporting purposes in accordance with GAAP.

The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the Company’s assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that the Company’s internal control over financial reporting as of December 31, 2025 was effective.

Attestation Report of the Registered Public Accounting Firm

The independent registered public accounting firm that audited our consolidated financial statements has not issued an audit report on the effectiveness of our internal control over financial reporting, due to exemptions for non-accelerated filers under the Sarbanes-Oxley Act of 2002, as amended.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred for the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended December 31, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

Not applicable.

168

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Our Board of Directors oversees our management. Our Board of Directors currently consists of six members, four of whom are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act.

Our Board of Directors elects our officers, who serve at the discretion of our Board of Directors. The responsibilities of each director include the oversight of our investment activity, the quarterly valuation of our assets, and oversight of our financing arrangements. Our Board of Directors has also established an Audit Committee and a nominating and corporate governance committee (“NCG Committee”) and may establish additional committees in the future.

Board of Directors and Executive Officers

Directors

Under our LLC Agreement, the Board of Directors is composed of six directors, unless increased or decreased by a majority of the directors. To the extent required by the 1940 Act, at any time when there are outstanding preferred units, the preferred unitholders shall have the right, as a class, to elect two additional directors to the Board of Directors. Each director will hold office until his or her death, resignation, retirement, disqualification or removal. Information regarding our Board of Directors is as follows:


Name	Age	Position(s) held with the Company and Term of Office
Interested Directors
David N. Miller	49	Chair of the Board of Directors since 2021
Michael Occi	42	Chief Executive Officer and Director since 2025
Independent Directors
Joan Binstock	71	Director since 2021
Bruce Frank	71	Director since 2021
Adam Metz	64	Director since 2021
Kevin Shannon	70	Director since 2021

The address for each of our directors is c/o North Haven Private Income Fund LLC, 1585 Broadway, New York, NY 10036.

Executive Officers Who Are Not Directors


Name	Age	Position(s) held with the Company and Term of Office
Orit Mizrachi	53	Co-President, Chief Operating Officer since 2021
Ashwin Krishnan	50	Chief Investment Officer since 2025
Jeffrey Day	48	Co-President since 2025
David Pessah	40	Chief Financial Officer since 2023
Hope Brown	52	Chief Compliance Officer since 2026
Dylan Cutinha	36	Principal Accounting Officer since 2024

Biographical Information

Directors

The Board of Directors has determined that each of the directors is qualified to serve as our director, based on a review of the experience, qualifications, attributes and skills of each director, including those described below. The Board of Directors has determined that each director has significant experience in the investment or financial services industries and has held management, board or oversight positions in other companies and organizations. Each of our directors has demonstrated high character and integrity and has expertise and diversity of experience to be able to offer advice and guidance to our management. For the purposes of this report, our directors have been divided into two groups — independent directors and interested directors. Interested directors are “interested persons” as defined in the 1940 Act.

Interested Directors

David N. Miller has served as the Chair of our Board of Directors since October 2021 and has served in the same capacity for each of the other MS BDCs since their formation. Mr. Miller is the Global Head of Private Credit & Equity at Morgan Stanley and a member of the IM operating committee. Mr. Miller joined Morgan Stanley in August 2016 and has over 25 years of investing experience. Prior to joining Morgan Stanley, from 2012 to January 2016, Mr. Miller was the President and Chief Executive Officer of Silver Bay Realty Trust Corp., or Silver Bay, a publicly traded real estate investment trust he co-founded in 2011 to capitalize on the significant dislocation in the residential housing market. Prior to Silver Bay, Mr. Miller was a Managing Director at Pine River Capital Management and Two Harbors Investment Corp. where he focused on investment strategy and new business development. During the global financial crisis (2008 – 2011), Mr. Miller served in various roles at the U.S. Department of Treasury, or the Treasury, including as the Chief Investment Officer of the Troubled Asset Relief Program where he created complex crisis response investment programs and managed its $700 billion portfolio. Prior to Treasury, Mr. Miller held various investment roles, including as a portfolio manager at HBK Investments and in the Special Situations Group at Goldman Sachs & Co., where he focused on opportunistic investments in public and private debt and equity. Mr. Miller received an M.B.A. from Harvard Business School and a B.A. magna cum laude in Economics from Dartmouth College where he was elected to Phi Beta Kappa. Mr. Miller’s investing experience and experience as a senior officer of several finance companies led our Nominating and Corporate Governance Committee to conclude that Mr. Miller is qualified to serve as a Director.

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Michael Occi has served as our Chief Executive Officer and a member of our Board of Directors since July 2025 and serves in the same capacity for each of the other MS BDCs. Mr. Occi previously served as our President from January 2025 until his appointment as Chief Executive Officer and as our Chief Administrative Officer from January 2023 until his appointment as the Company’s President. Mr. Occi has been a Managing Director of MSIM since April 2022. Mr. Occi joined Morgan Stanley in 2006. Prior to joining MSIM, Mr. Occi served as Head of Financial Institutions Equity Capital Markets between May 2019 and April 2022. Previously, Mr. Occi held a variety of other roles within Equity Capital Markets as well as in the financial institutions coverage areas in Fixed Income Capital Markets and in the Investment Banking Division. Mr. Occi graduated magna cum laude from Georgetown University, with a BA in Finance and Accounting.

Independent Directors

Joan Binstock has served as a member of our Board of Directors and Chair of our Nominating and Corporate Governance Committee since October 2021 and has served in the same capacity for each of the other MS BDCs since their formation. Ms. Binstock has served as an Advisor at Lovell Minnick Partners, LLC since July 2018, where she is responsible for assisting the firm on deal and operational due diligence activities across all portfolio companies. In addition, she has been a director of the Brown Brothers Harriman US Mutual Funds since September 2019, a member of the board of directors and the Audit Chair of KKR Real Estate Select Trust, Inc., a closed-end management investment company that has elected to be treated as a real estate investment trust, since August 2020, a member of the board of directors of Confluence Technologies, Inc. since April 2023 and a member of the board of directors and Audit Chair of The 2023 ETF Series Trust since 2023. Ms. Binstock served as a Director of SimCorp A/S from April 2018 to March 2023. Ms. Binstock was a Partner at Lord, Abbett & Co. LLC from 2000 to March 2018, where she served as the Chief Financial Officer. Previously, Ms. Binstock was the Chief Operating Officer at Morgan Grenfell Asset Management. Prior to that, she was a Principal and National Director of the Regulatory and Risk Management Practice at Ernst & Young LLP, the Chief Administrative Officer at BEA/Credit Suisse, and the Chief Administrative Officer of the Capital Markets Group at Goldman Sachs. She served as a Member of the Association of Institutional Investors Board of Directors and was a Member of the Global Board of Managers of Omgeo LLC until January 2018. Ms. Binstock is on the board of the Duke School of Medicine Board of Visitors and previously served on the board of the Greyston Foundation, each of which is a nonprofit organization. Ms. Binstock is a licensed Certified Public Accountant. She holds a M.B.A. from New York University and a B.A. from the University of Binghamton. Ms. Binstock’s investing experience and experience as a senior executive officer in several finance companies led our Nominating and Corporate Governance Committee to conclude that Ms. Binstock is qualified to serve as a Director.

Bruce D. Frank has served as a member of our Board of Directors and Chair of the Audit Committee since October 2021 and has served in the same capacity for each of the other MS BDCs since their formation. Mr. Frank previously served on the board of directors of Landsea Homes Corporation, a single family home builder, from January 2015 to July 2025, the board of directors of VEREIT, Inc., a real estate operating company, from July 2014 to March 2017 and the board of directors of ACRE Realty Investors Inc., a real estate investment and operating company, from November 2014 to December 2018. Mr. Frank was a Senior Partner at Ernst & Young LLP’s real estate practice within the assurance service line from April 1997 through June 2014. Prior to joining Ernst & Young LLP, Mr. Frank worked at KPMG LLP, a public accounting firm, for 17 years. He has over 35 years of experience providing assurance services to prominent public and private owners, investors and developers, both domestically and globally. His extensive experience has included working on initial public offerings and assisting acquirers in consummating acquisition transactions. Mr. Frank received a Bachelor of Science degree in Accounting from Bentley College, is a member of the American Institute of Certified Public Accountants and is a Certified Public Accountant in the State of New York. Mr. Frank’s past experience as an accountant led our Nominating and Corporate Governance Committee to conclude that Mr. Frank is qualified to serve as a Director.

Adam Metz has served as a member of our Board of Directors since October 2021 and has served in the same capacity for each of the other MS BDCs since their formation. Mr. Metz has spent over 40 years in the real estate industry. Mr. Metz has served as a director of Hammerson PLC, a British property company, since July 2019. He also serves as chairman of the board of Seritage Growth Properties (NYSE: SRG), a national owner and developer of retail, residential and mixed use properties. Mr. Metz joined The Carlyle Group in October 2013 where he served as Head of International Real Estate and a member of the Management Committee until April 2018. Prior to his tenure at Carlyle, he was a Senior Advisor to Texas Pacific Group Capital’s, or TPG, Real Estate Group. Prior to his role at TPG, Mr. Metz was the Chief Executive Officer of General Growth Properties and led the company through one of the largest and most successful bankruptcy and restructurings in real estate investment trust, or REIT, history. Previously, Mr. Metz co-founded Polaris Capital, LLC, a real estate investment firm. Mr. Metz also served as Executive Vice President and Chief Investment Officer of Rodamco, North America, and President and Chief Financial Officer of Urban Shopping Centers. Prior to these roles, Mr. Metz was a Vice President in the Capital Markets group of JMB Realty, and in the Commercial Real Estate Lending Group at The First National Bank of Chicago as a Corporate Lending Officer. Mr. Metz has served on the advisory boards of the real estate programs at both Cornell University and Northwestern University and on the Smithsonian’s Hirshhorn Museum and Sculpture Garden Board of Trustees in Washington, DC, where he serves as Vice Chair. Previously, Mr. Metz served as an independent director on numerous boards including Galata Acquisition Corp., from June 2021 to July 2023, Forest City Enterprises from April 2018 to December 2018, Parkway Properties, Aliansce Shopping Centers S.A., AMLI Residential Properties Trust, Bally Total Fitness Holding Corp., and Chia’sso Acquisition LLC. Mr. Metz received his Bachelor’s degree from Cornell University, and a Masters of Management degree from Northwestern University. Mr. Metz’s investing experience and experience as a senior executive officer in several real estate companies led our Nominating and Corporate Governance Committee to conclude that Mr. Metz is qualified to serve as a Director.

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Kevin Shannon has served as a member of our Board of Directors since October 2021 and has also served as a member of the board of directors of each of the other MS BDCs since their formation. Mr. Shannon also serves on the Advisory Committee of Efferent Health, LLC., a private healthcare startup venture in the medical imaging and data base management field. Mr. Shannon previously served as the Chief Financial Officer of the Harvard Management Company, Inc., the investment advisor for Harvard University’s general investment account, from September 2009 to April 2020. Mr. Shannon served on the Operating Committee from September 2009 to December 2018 and chaired the Valuation Committee from June 2015 to December 2017. In addition, since December 2016, he has overseen both investment and operations of Harvard University’s Trust & Gifts Group. Prior to joining Harvard Management Company, Inc., Mr. Shannon was the Chief Financial Officer and an Executive Vice President at Moore Capital Management, LLC, a large multi-strategy private investment company, where he worked for 15 years. During his tenure he was responsible for all treasury functions and served as a member of the board of directors, Risk Committee, and Valuation Committee. Mr. Shannon served two consecutive terms on the board of directors of the Managed Funds Association, a group representing the global alternative investment industry and its investors and was a member of its Executive Committee as Vice Chairman and Treasurer. Prior to Moore Capital Management, LLC, he was a senior executive at Lehman Brothers where he served as Senior Vice President and Chief Financial Officer of Lehman’s derivative products subsidiary and earlier as Director of Firm Trading Accounting and Controls. Prior to joining Lehman Brothers, Mr. Shannon began his career as an auditor at KPMG LLP, serving financial services clients. Mr. Shannon served a two-year tenure as a part time adjunct lecturer with Baruch College’s Department of Accounting. Mr. Shannon takes an active role in his community; he served on the board of Help for Children for 20 years until December 31, 2023 and was formerly a member of the Audit and Executive Committees, and he is currently a member of the Boston Economics Club. Mr. Shannon received his Bachelor of Science degree, magna cum laude, from New York University and an M.B.A. from Fairleigh Dickinson University. Mr. Shannon’s investing experience and experience as a senior executive officer in several finance companies led our Nominating and Corporate Governance Committee to conclude that Mr. Shannon is qualified to serve as a Director.

Executive Officers Who Are Not Directors

Orit Mizrachi was appointed as our Chief Operating Officer in October 2021 and Co-President in July 2025 and serves in the same capacity for each of the other MS BDCs. Ms. Mizrachi has been a Managing Director of IM since January 2023 and previously served as an Executive Director of IM from April 2019 to December 2022. Prior to joining Morgan Stanley in April 2019, Ms. Mizrachi held various senior positions at The Carlyle Group from 2010 to 2018, including the Chief Operating Officer of the direct lending platform and The Carlyle Group’s BDCs as well as serving as interim Chief Financial Officer of The Carlyle Group’s BDCs from September 2014 through March 2015. Prior to joining The Carlyle Group in 2010, Ms. Mizrachi worked in the hedge fund industry as a chief financial officer and controller. Ms. Mizrachi started her career in public accounting as an auditor. Ms. Mizrachi has a Bachelor of Science in Accounting.

David Pessah was appointed as our Chief Financial Officer in December 2023 and serves in the same capacity for each of the other MS BDCs. Mr. Pessah has been a Managing Director of Morgan Stanley IM since December 2023. Prior to joining Morgan Stanley, Mr. Pessah held various positions at Goldman Sachs from September 2010 to November 2023, most recently as the Chief Financial Officer, Treasurer and Chief Accounting Officer of its business development company complex within Goldman Sachs’ Private Credit group. Mr. Pessah started his career in September 2007 at Ernst & Young LLP as an auditor in their financial services group. Mr. Pessah received his Bachelor of Science in Accounting from the University of Delaware and his MBA in Finance from Baruch College.

Jeffrey Day was appointed as Co-President in July 2025 and serves in the same capacity for each of the other MS BDCs. Mr. Day has been a Managing Director of Morgan Stanley IM since 2019 and has more than 25 years of private credit experience. Prior to joining Morgan Stanley, Mr. Day was a Managing Director at Madison Capital Funding (now known as ApogemCapital) and was involved in sponsor coverage, capital markets, and fundraising. Prior to Madison Capital, he worked in various underwriting, portfolio management, capital markets and relationship management roles at JP Morgan Chase, CapitalSourceFinance, and GE Capital. Mr. Day earned a BBA in Finance from the Goizueta Business School at Emory University and his MBA in Finance and Management & Strategy from the J.L. Kellogg School of Management at Northwestern University.

Ashwin Krishnan was appointed Chief Investment Officer in July 2025 and serves in the same capacity for each of the other BDCs. Mr. Krishnan has been part of the Morgan Stanley Private Credit platform since its inception in 2009 and has been a member of the investment committee of the Adviser since 2019. Mr. Krishnan is Head of North America Private Credit and Portfolio Manager of the Opportunistic Credit strategy at MSIM. He joined Morgan Stanley in 2003 and has more than 22 years of experience. Prior to joining Morgan Stanley, Mr. Krishnan was in the Communications Investment Banking group at UBS. Mr. Krishnan holds an M.S. in Engineering from Columbia University and a B.S. in Industrial Engineering from Bangalore University, India.

Hope Brown was appointed as our Chief Compliance Officer in January 2026 and serves in the same capacity for each of the other MS BDCs. In addition, Ms. Brown also serves as an Executive Director and Chief Compliance Officer for the Calvert Funds, which are open-end investment companies registered under the 1940 Act, and managed by a wholly owned subsidiary of Morgan Stanley (“Calvert Funds”). Ms. Brown joined the Calvert Funds in 2014 and is responsible for all aspects of the Calvert Funds’ compliance program including the development and administration of Calvert Funds’ policies and procedures, and the oversight of the Calvert Funds’ primary service providers. In addition, Hope is also the Global Head of ESG Compliance Advisory for Morgan Stanley Investment Management. Prior to joining the Calvert Funds, Ms. Brown was associated with Wilmington Trust Investment Advisors, Inc. where she served as Vice President, Chief Compliance Officer for the Wilmington Funds. Prior to that, she spent five years as an Assistant Vice President, Risk Management and Compliance Lead Manager, at T. Rowe Price Associates, Inc. Ms. Brown is the co-chair of the Investment Company Institute Chief Compliance Officer Committee. She also currently serves on the Board of Directors of the National Society of Compliance Professionals and University System of Maryland Foundation. Ms. Brown graduated cum laude with a BA in English from the University of Maryland, College Park.

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Dylan Cutinha was appointed as our Principal Accounting Officer in November 2024. Mr. Cutinha is an Executive Director at Morgan Stanley and a member of Morgan Stanley’s U.S. private credit strategies team within the private credit platform of Morgan Stanley Investment Management. Mr. Cutinha is responsible for the finance, accounting and reporting functions for each of the other MS BDCs and other direct lending vehicles. Prior to joining Morgan Stanley in 2023, Mr. Cutinha was a Director at Lafayette Square on its credit platform. Prior to Lafayette Square, Mr. Cutinha held various positions at The Carlyle Group from 2015 to 2021, on the private credit platform including The Carlyle Group’s BDC complex. Mr. Cutinha started his career in public accounting. Mr. Cutinha received his Bachelor of Science in Accounting from Rutgers University.

Board of Directors Leadership Structure

Our Board of Directors monitors and performs an oversight role with respect to our business and affairs, including with respect to our investment practices and performance, compliance with regulatory requirements and the services, expenses and performance of our service providers. Among other things, our Board of Directors approves the appointment of our Adviser and officers, reviews and monitors the services and activities performed by our Adviser and executive officers and approves the engagement and reviews the performance of our independent public accounting firm.

Under our LLC Agreement, our Board of Directors may designate a Chair to preside over the meetings of our Board of Directors and meetings of the unitholders and to perform such other duties as may be assigned to him or her by the Board of Directors. We do not have a fixed policy as to whether the Chair of the Board of Directors should be an independent director and believe that we should maintain the flexibility to select the Chair and reorganize the leadership structure, from time to time, based on criteria that are in our best interests and the best interests of our unitholders at such times.

Presently, David N. Miller serves as the Chair of our Board of Directors. Mr. Miller is an “interested person” as defined in Section 2(a)(19) of the 1940 Act of us, and therefore, is an interested director. We believe that Mr. Miller’s extensive knowledge of the financial services industry and capital markets in particular qualify him to serve as the Chair of our Board of Directors. We believe that we are best served through this leadership structure, as Mr. Miller’s relationship with our Adviser provides an effective bridge and encourages an open dialogue between management and our Board of Directors, ensuring that both groups act with a common purpose.

Our Board of Directors does not currently have a designated lead independent director. We are aware of the potential conflicts that may arise when a non-independent director is Chair of the Board of Directors, but believe these potential conflicts are offset by our strong corporate governance policies. Our corporate governance policies include regular meetings of the independent directors in executive session without the presence of interested directors and management, the establishment of the Audit Committee and the Nominating and Corporate Governance Committee, each of which is comprised solely of independent directors and the appointment of a chief compliance officer, with whom the independent directors meet regularly without the presence of interested directors and other members of management, for administering our compliance policies and procedures.

We recognize that different board of directors’ leadership structures are appropriate for companies in different situations. We intend to re-examine our corporate governance policies on an ongoing basis to ensure that they continue to meet our needs.

Board of Directors’ Role in Risk Oversight

Our Board of Directors performs its risk oversight function primarily through (a) its standing Audit Committee, which reports to the entire Board of Directors and is comprised solely of Independent Directors, and (b) active monitoring by our Chief Compliance Officer and of our compliance policies and procedures.

As described below in more detail under “Committees of the Board of Directors,” the Audit Committee assists our Board of Directors in fulfilling its risk oversight responsibilities. The Audit Committee’s risk oversight responsibilities include overseeing the accounting and financial reporting processes, our valuation process, our systems of internal controls regarding finance and accounting and audits of our financial statements.

Our Board of Directors also performs its risk oversight responsibilities with the assistance of the Chief Compliance Officer. Our Board of Directors annually reviews a written report from the Chief Compliance Officer discussing the adequacy and effectiveness of our compliance policies and procedures and our service providers. The Chief Compliance Officer’s annual report addresses, at a minimum, (a) the operation of our compliance policies and procedures and our service providers since the last report; (b) any material changes to such policies and procedures since the last report; (c) any recommendations for material changes to such policies and procedures as a result of the Chief Compliance Officer’s annual review; and (d) any compliance matter that has occurred since the date of the last report about which our Board of Directors would reasonably need to know to oversee our compliance activities and risks. In addition, the Chief Compliance Officer meets separately in executive session with the Independent Directors at least once each year.

We believe that our Board of Director’s role in risk oversight is effective and appropriate given the extensive regulation to which we are subject as a BDC. As a BDC, we are required to comply with certain regulatory requirements that control the levels of risk in our business and operations. For example, our ability to incur indebtedness is limited such that our asset coverage, as defined in the 1940 Act, must equal at least 150% immediately after each time we incur indebtedness, and we generally must invest at least 70% of our total assets in “qualifying assets.” In addition, we are not generally permitted to invest in any portfolio company in which one of our affiliates currently has an investment.

We recognize that different board roles in risk oversight are appropriate for companies in different situations. We intend to re-examine the manners in which our Board of Directors administers its oversight function on an ongoing basis to ensure that they continue to meet our needs.

Insider Trading Policy

Our insider trading policy (the “Insider Trading Policy”) governs the purchase, sale, and/or any other dispositions of our securities by directors, officers, employees and other covered persons and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. To the extent we engage in transactions in our securities, we do so in accordance with applicable laws.

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Committees of the Board of Directors

An Audit Committee and a Nominating and Corporate Governance Committee have been established by our Board of Directors. All directors are expected to attend at least 75% of the aggregate number of meetings of our Board of Directors and of the respective committees on which they serve.

Audit Committee

The members of the Audit Committee are Ms. Binstock and Messrs. Frank, Metz and Shannon, each of whom is financially literate, is not considered an “interested person” of the Company, as that term is defined in Section 2(a)(19) of the 1940 Act, and meets the independence requirements of Rule 10A(m)(3) of the Exchange Act. Mr. Frank serves as Chair of the Audit Committee. Our Board of Directors has determined that Ms. Binstock and Messrs. Frank, Metz and Shannon are each an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K of the Exchange Act. The Audit Committee operates pursuant to a charter approved by our Board of Directors, which sets forth the responsibilities of the Audit Committee. The Audit Committee charter is available on our website at http://www.northhavenprivateincomefund.com. The Audit Committee’s responsibilities include establishing guidelines and making recommendations to our Board of Directors regarding the valuation of certain of our loans and investments, selecting our independent registered public accounting firm, reviewing with such independent registered public accounting firm the planning, scope and results of their audit of our financial statements, pre-approving the fees for services performed, reviewing with the independent registered public accounting firm the adequacy of internal control systems, reviewing our annual financial statements and periodic filings and receiving our audit reports and financial statements.

Nominating and Corporate Governance Committee

The members of the NCG Committee are Ms. Binstock and Messrs. Frank, Metz and Shannon, each of whom is not considered an “interested person” of the Company, as that term is defined in Section 2(a)(19) of the 1940 Act. Ms. Binstock serves as Chair of the NCG Committee. The NCG Committee operates pursuant to a charter approved by our Board of Directors. The NCG Committee charter is available on our website at http://www.northhavenprivateincomefund.com. The NCG Committee is responsible for selecting, researching and nominating qualified nominees to be elected to the Board of Directors, selecting qualified nominees to fill any vacancies on our Board of Directors or a committee of the Board of Directors (consistent with criteria approved by our Board of Directors), developing and recommending to our Board of Directors a set of corporate governance principles applicable to us and overseeing the evaluation of our Board of Directors and our management.

The NCG Committee has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. The NCG Committee believes that the consideration of many factors in selecting director nominees is consistent with the NCG Committee’s goal of creating a Board that best serves our needs and the interests of our unitholders.

Indemnification Agreements

We have entered into indemnification agreements with our directors and officers. The indemnification agreements are intended to provide our directors and officers the maximum indemnification permitted under Delaware law and the 1940 Act. Each indemnification agreement provides that we will indemnify the director or officer who is a party to the agreement (an “Indemnitee”), including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Delaware law and the 1940 Act.

Investment Committee

The Adviser has established the Investment Committee to be responsible for the Company’s investment decisions and it is comprised of senior investment professionals of IM and is chaired by Ashwin Krishnan, our Chief Investment Officer. The Investment Committee also serves as the investment committee for the other MS BDCs. All investment decisions are reviewed and approved by the Investment Committee, which has principal responsibility for approving new investments and overseeing the management of existing investments.

With an average of 25 years of experience, the members of the Investment Committee have significant investing, leveraged finance and risk management experience and provide valuable diligence insights to the Investment Team. The Investment Team leverages the broad experience-set of the Investment Committee to evaluate transactions and develop a framework for seeking appropriate risk-adjusted returns and risk mitigation strategies for target investments.

The members of the Investment Committee are: David N. Miller, Ashwin Krishnan, Jeffrey Day, David Kulakofsky, Michael Occi, Henry ‘Hank’ D’Alessandro, Toby Norris, Rebecca Shaoul and Jon Spivak.

The foregoing lists of personnel may not be complete lists and are subject to change, at any time, at the discretion of the Adviser, and no assurance can be given that such personnel will remain in their current positions or retain their current functions with regard to the platform or the Company. Also, the Adviser may change the scope of senior management, portfolio management or the Investment Committee’s responsibilities from time to time, or may conduct periodic portfolio reviews through other internal management committees within guidelines and constraints approved by the Investment Committee. The Adviser undertakes no obligation to update the foregoing description relating to senior management, portfolio management or the Investment Committee in the event of a change in personnel or in the scope of responsibilities.

Item 11. Executive Compensation

Compensation of Executive Officers

None of our executive officers receive direct compensation from us. Any compensation paid for services relating to our financial reporting and compliance functions will be paid by our Administrator, subject to reimbursement by us of an allocable portion of such compensation for services rendered to us. To the extent that the Administrator outsources any of its functions, we will pay the fees associated with such functions on a direct basis without profit to our Administrator.

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Compensation of Directors

For the fiscal year ended December 31, 2025, the Independent Directors received an annual fee of $100,000 through July 31, 2024 and $125,000 from August 1, 2024 (prorated for any partial year). The chair of the Audit Committee received an additional fee of $7,500 through July 31, 2024 and $15,000 from August 1, 2024 (prorated for any partial year). We are also authorized to pay the reasonable out-of-pocket expenses for each Independent Director incurred in connection with fulfillment of his or her duties as Independent Directors.

We have obtained directors’ and officers’ liability insurance on behalf of our directors and officers. We do not have a profit-sharing or retirement plan, and directors do not receive any pension or retirement benefits. No compensation is paid to directors who are “interested persons.” The Board of Directors reviews and determines the compensation of the Independent Directors.

The following table sets forth information concerning total compensation earned by or paid to each of our Independent Directors for the year ended December 31, 2025. No compensation is paid by the Company to any interested director of the Company.


	Total Compensation from the Company		Total Compensation from the Fund Complex(1)
Joan Binstock	$	125,000	$	418,750
Bruce Frank	$	140,000	$	465,625
Adam Metz	$	125,000	$	418,750
Kevin Shannon	$	125,000	$	418,750

(1)

The “Fund Complex” consists of the Company, Morgan Stanley Direct Lending Fund, North Haven Private Income Fund A LLC, LGAM Private Credit LLC, T Series Middle Market Loan Fund LLC and SL Investment Fund II LLC.

Compensation Committee Interlocks and Insider Participation

We currently do not have a compensation committee of our Board, and our Board does not make determinations regarding compensation of executive officers because we do not directly pay any compensation to our executive officers.

Timing of Grants of Options

We did not grant awards of stock options, stock appreciation rights or similar option-like instruments during the fiscal year ended December 31, 2025. Accordingly, we have nothing to report under Item 402(x) of Regulation S-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters

The following table sets forth certain information as of March 3, 2026 with respect to our Units for those persons who beneficially own five percent or more of our outstanding Units, each of our directors and officers, and all our officers and directors, as a group. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.


		Percentage of Units outstanding
Name and address	Type of ownership	Units owned		Percentage
Joan Binstock	Record/Beneficial		3,488	*
Bruce Frank	Record/Beneficial		2,544	*
Jeffrey Day	Record/Beneficial		5,718	*
Adam Metz	—		—		—
David N. Miller	—		—		—
Ashwin Krishnan	—		—
Kevin Shannon	Record/Beneficial		2,584	*
Orit Mizrachi	Record/Beneficial		1,314	*
Michael Occi	Record/Beneficial		5,313	*
David Pessah	—		—		—
Hope Brown	—		—		—
Dylan Cutinha	—		—		—
All directors and officers as a group (12 persons)	Record/Beneficial		20,961	*

* Represents less than 1.0%

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Item 13. Certain Relationships and Related Transactions and Director Independence

Investment Advisory Agreement

We entered into an Investment Advisory Agreement with our Investment Adviser on November 4, 2021. Pursuant to the Investment Advisory Agreement, we pay our Investment Adviser a fee for investment advisory and management services consisting of two components — a base management fee and an incentive fee. The Investment Advisory Agreement has an initial term of two years and continues thereafter from year to year if approved annually by a majority of our unitholders or our Independent Directors. The Investment Advisory Agreement was most recently renewed in August 2025.

Administration Agreement

We entered into the Administration Agreement on November 4, 2021 with our Administrator who provides us with office space, office services and equipment. Under the Administration Agreement, our Administrator also performs, or oversees the performance of, our required administrative services, which include, among other things, providing assistance in accounting, legal, compliance, operations, technology, internal audit and investor relations, and being responsible for the financial records that we are required to maintain and preparing reports to our unitholders and reports filed with the SEC. In addition, our Administrator assists us in determining and publishing our net asset value, overseeing the preparation and filing of our tax returns and the printing and dissemination of reports to our unitholders, our internal control assessment under the Sarbanes-Oxley Act, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others. The Administration Agreement was most recently renewed in August 2025.

Placement Agent Agreements

The Company entered into a Placement Agent Agreement with the Paying Agent, the Placement Agent and the Investment Adviser. Under the terms of the Placement Agent Agreement, the Placement Agent and certain of its affiliates assist in the placement of Units in the Company’s private offering. The Company is not liable for any payments to the Placement Agent pursuant to the Placement Agent Agreement, which payments are made by the Investment Adviser and, to the extent the Paying Agent receives any payments, the Paying Agent.

The Company entered into the MSDI Agreement with MSDI. Under the terms of the MSDI Agreement, MSDI assists in the placement of Units in the Company’s private offering. The Company pays servicing fees to MSDI calculated based on the net asset values of each eligible class of units and calculated in arrears.

Expense Support and Conditional Reimbursement Agreement

We have entered into the Expense Support Agreement with the Adviser on November 30, 2021. The Adviser may elect to make an Expense Payment on our behalf, provided that no portion of the payment will be used to pay any of our interest expense and/or distributions. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company in any combination of cash or other immediately available funds no later than 45 days after such commitment was made in writing, and/or offset against amounts due from the Company to the Adviser or its affiliates. The Investment Adviser agreed to make Expense Payments on the Company’s behalf through December 31, 2025. No reimbursement payment for any calendar month will be made if our Operating Expense Ratio (as defined below) at the time of such reimbursement payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such reimbursement payment relates. “Operating Expense Ratio” is calculated by dividing all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies, less organizational and offering expenses, base management and incentive fees owed to the Adviser and interest expense, by the Company’s average net assets. The Expense Support Agreement may require the Company to repay the Investment Adviser for previously waived reimbursement of expense payments under certain circumstances. The previously waived expenses are potentially subject to repayment by the Company, if at all, within a period not to exceed three years from the date of the relevant waiver. Any reimbursement to the Adviser of Expense Payments pursuant to the terms of the Expense Support and Conditional Reimbursement Agreement would be an expense of the Company and would ultimately be borne by our unitholders. For more information, see “Item 1. Business – Expense Support and Conditional Reimbursement Agreement.”

Adviser Payments

The Adviser may, out of its own funds and not as an additional charge to us or our investors, pay for additional Units of the Company on behalf of unitholders, without additional consideration from unitholders.

Potential Merger or Asset Sale, including to Another BDC or Fund Managed by the Adviser

We may, at any time, determine to pursue a transaction among us and one or more other entities, including a merger, consolidation, recapitalization, reorganization, or sale of Units in each case for consideration of either cash and/or securities of the acquirer, in each case subject to any required approvals and any applicable requirements of the 1940 Act (a “Transaction”). Potential acquirers could include other BDCs and entities that are not BDCs, in each case, that are advised by the Adviser or its affiliates or by unaffiliated third-parties. The Adviser would not recommend any such Transaction unless it determines that it would be in our interests, with such determination dependent on factors it deems relevant. If the Adviser serves as the investment adviser of both parties to a Transaction, various conflicts of interest would apply with respect to any such a Transaction. Such conflicts of interest may potentially arise from, among other things, differences between the compensation payable to the Adviser by us and by the entity resulting from such a Transaction or efficiencies or other benefits to the Adviser as a result of managing a single, larger fund instead of two separate funds.

Director Independence

The 1940 Act requires that at least a majority of our directors not be “interested persons” (as defined in the 1940 Act) of the Company. On an annual basis, each member of our Board of Directors is required to complete an independence questionnaire designed to provide information to assist our Board of Directors in determining whether the director is independent under the 1940 Act and our corporate governance guidelines. Our Board of

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Directors has determined that each of our directors, other than Messrs. Miller and Occi, is independent under the Exchange Act and the 1940 Act. Our governance guidelines require any director who has previously been determined to be independent to inform the Chair of the Board of Directors, the Chair of the NCG Committee and our corporate secretary of any change in circumstance that may cause his or her status as an Independent Director to change. Our Board of Directors limits membership on the Audit Committee and the NCG Committee to Independent Directors.

Item 14. Principal Accountant Fees and Services

Principal Accountant Fees and Services

Set forth in the table below are audit fees and non-audit related fees billed to the Company and payable to Deloitte for professional services performed for the Company for the year ended December 31, 2025.


Fiscal Year/Period	Audit Fees		Audit-Related Fees (1)		Tax Fees (2)		All Other Fees (3)
2025	$	480,000	$	85,000	$	—	$	—
2024	$	345,000	$	70,000	$	—	$	85,000

(1)

“Audit-Related Fees” are those fees billed to the Company relating to audit services provided by Deloitte.

(2)

“Tax Fees” are those fees billed to the Company in connection with tax consulting services performed by Deloitte, including primarily the review of the Company’s income tax returns.

(3)

“All Other Fees” are those fees billed to the Company in connection with permitted non-audit services performed by Deloitte.

The Audit Committee reviews, negotiates and approves in advance the scope of work, any related engagement letter and the fees to be charged by the independent registered public accounting firm for audit services and permitted non-audit services for the Company and for permitted non-audit services for the Company’s investment advisers and any affiliates thereof that provide services to the Company if such non-audit services have a direct impact on the operations or financial reporting of the Company. All of the audit and non-audit services described above for which fees were incurred by the Company for the year ended December 31, 2025, were pre-approved by the Audit Committee, in accordance with its pre-approval policy.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) Documents filed as part of this report

The following documents are filed as part of this annual report:

(1)

Financial Statements – Financial statements are included in Item 8. See the table of contents to the consolidated financial statements on page 80 of this annual report on Form 10-K.

(2)

Financial Statement Schedules – None. We have omitted financial statement schedules because they are not required or are not applicable, or the required information is shown in the consolidated statements or notes to the consolidated financial statements.

(3)

Exhibits – The following is a list of all exhibits filed as a part of this annual report on Form 10-K, including those incorporated by reference

Please note that the agreements included as exhibits to this Form 10-K are included to provide information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement that have been made solely for the benefit of the other parties to the applicable agreement and may not describe the actual state of affairs as of the date they were made or at any other time.

(b) Exhibits

The following exhibits are filed as part of this Report or hereby incorporated by reference to exhibits previously filed with the SEC:


Exhibit	Description
2.1	Agreement and Plan of Merger, by and among North Haven Private Income Fund LLC, SL Investment Corp., Cobalt Merger Sub Inc. and MS Capital Partners Adviser Inc., dated as of May 28, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K, filed by the Company on May 28, 2024 (File No. 814-01489)).
2.2****	Securities Purchase Agreement, by and among [***], North Haven Private Income Fund LLC and, solely for purposes of section 9 thereof, SL Investment Corp., dated as of May 24, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K, filed by the Company on May 28, 2024 (File No. 814-01489)).
3.1	Certificate of Formation of the Company (Incorporated by reference to the Company’s Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).
3.2	Certificate of Amendment of Certificate of Formation of the Company, dated as of November 3, 2021 (Incorporated by reference to the Company’s Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).
3.3	First Amended and Restated Limited Liability Company Agreement of the Company, dated as of October 26, 2021 (Incorporated by reference to the Company’s Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).
3.4	First Amendment to First Amended and Restated Limited Liability Company Agreement of the Company, dated as of November 3, 2021 (Incorporated by reference to the Company’s Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).
4.1*	Description of Securities
4.2	Indenture, dated as of October 1, 2024, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to the Company’s Current Report on Form 8-K, filed by the Company on October 2, 2024 (File No. 814-01489)).
4.3	First Supplemental Indenture, dated as of October 1, 2024, relating to the 5.750% Notes due 2030, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to the Company’s Current Report on Form 8-K, filed by the Company on October 2, 2024 (File No. 814-01489)).
4.4	Form of 5.750% Notes due 2030 (incorporated by reference to Exhibit 4.2 hereto).
4.5	Registration Rights Agreement, dated as October 1, 2024, relating to the 5.750% Notes due 2030, by and among the Company and J.P. Morgan Securities LLC, BNP Paribas Securities Corp., ING Financial Markets LLC, SMBC Nikko Securities America, Inc., and Truist Securities, Inc. a, as the representatives of the Initial Purchasers (Incorporated by reference to the Company’s Current Report on Form 8-K, filed by the Company on October 2, 2024 (File No. 814-01489)).
4.6	Second Supplemental Indenture, dated as of September 25, 2025, relating to the 5.125% Notes due 2028, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to the Company’s Current Report on Form 8-K, filed by the Company on September 26, 2025 (File No. 814-01489)).
4.7	Form of 5.125% Notes due 2028 (Incorporated by reference to Exhibit 4.6 hereto).
10.1	Investment Advisory Agreement, dated as of November 4, 2021 (Incorporated by reference to the Company’s Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).
10.2	Administration Agreement, dated as of November 4, 2021 (Incorporated by reference to the Company’s Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).)
10.3	Form of Indemnification Agreement (Incorporated by reference to the Company’s Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).)
10.4a	Master Custodian Agreement by and among each business development company identified on Appendix A thereto and State Street Bank and Trust Company, dated as of September 25, 2019 (Incorporated by reference to the Company’s Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).
10.4b	Form of Joinder to Master Custodian Agreement by and among each business development company identified on Appendix A thereto and State Street Bank and Trust Company, dated as of September 25, 2019 (Incorporated by reference to the Company’s Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).

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10.5	Distribution Reinvestment Plan (Incorporated by reference to the Company’s Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).
10.6	Form of Subscription Agreement (Incorporated by reference to the Company’s Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).
10.7	Expense Support and Conditional Reimbursement Agreement, dated November 30, 2021 (Incorporated by reference to the Company’s Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).
10.8	First Amendment to the Expense Support and Conditional Reimbursement Agreement, dated March 15, 2022 (Incorporated by reference to Amendment No. 1 to the Company’s Form 10-12G filed by the Company on March 15, 2022 (File No. 000-56388)).
10.9	Placement Agency Agreement, dated as of November 9, 2021, by and between North Haven Private Income Fund LLC and Morgan Stanley Distribution Inc (Incorporated by reference to Amendment No. 1 to the Company’s Form 10-12G filed by the Company on March 15, 2022 (File No. 000-56388)).
10.10	Second Amended and Restated Facility Agreement, dated as of December 29, 2021, by and among Broadway Funding Holdings, LLC, as the seller, Cliffwater Corporate Lending Fund, as the parent, and the Company, as the purchaser (Incorporated by reference to Amendment No. 1 to the Company’s Form 10-12G filed by the Company on March 15, 2022 (File No. 000-56388)).
10.11	Senior Secured Revolving Credit Agreement, dated as of February 1, 2022 with the Company, as a borrower, ING Capital LLC, as administrative agent, Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as joint lead arrangers, and the lenders from time to time party thereto (Incorporated by reference to Amendment No. 1 to the Company’s Form 10-12G filed by the Company on March 15, 2022 (File No. 000-56388)).
10.12	Amendment No. 2 to Senior Secured Revolving Credit Agreement, dated as of July 7, 2022 with the Company, as a borrower, ING Capital LLC, as administrative agent, Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as joint lead arrangers, and the lenders from time to time party thereto (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2022 (File No. 814-01489)).
10.13	Amendment No. 3 to Senior Secured Revolving Credit Agreement, dated as of August 1, 2023 with the Company, as a borrower, ING Capital LLC, as administrative agent and as joint lead arranger and sole book runner (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2023 (File No. 814-01489)).
10.14	Amendment No. 4 to Senior Secured Revolving Credit Agreement, dated as of June 25, 2024 with the North Haven Private Income Fund LLC, as a borrower, ING Capital LLC, as administrative agent, ING Capital LLC and Truist Securities, Inc. as joint book runners and ING Capital LLC, MUFG Bank, Ltd., Sumitomo Mitsui Banking Corporation and Truist Securities, Inc. as joint lead arrangers (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed on August 12, 2024 (File No. 814-01489)).
10.15	Amendment No. 5 to Senior Secured Revolving Credit Agreement, dated as of July 15, 2024 with the North Haven Private Income Fund LLC, as a borrower, ING Capital LLC, as administrative agent, ING Capital LLC and Truist Securities, Inc. as joint book runners and ING Capital LLC, MUFG Bank, Ltd., Sumitomo Mitsui Banking Corporation and Truist Securities, Inc. as joint lead arrangers (Incorporated by reference to the Company’s Current Report on Form 8-K, filed by the Company on July 17, 2024 (File No. 814-01489)).
10.16	Joinder Agreement, dated as of February 4, 2022, by Sumitomo Mitsui Banking Corporation, as assuming lender, in favor of North Haven Private Income Fund LLC, as borrower, and ING Capital LLC, as administrative agent (Incorporated by reference to Amendment No. 1 to the Company’s Form 10-12G filed by the Company on March 15, 2022 (File No. 000-56388)).
10.17	Joinder Agreement, dated as of February 4, 2022, by State Street Bank and Trust Company, as assuming lender, in favor of North Haven Private Income Fund LLC, as borrower, and ING Capital LLC, as administrative agent (Incorporated by reference to Amendment No. 1 to the Company’s Form 10-12G filed by the Company on March 15, 2022 (File No. 000-56388)).
10.18	Joinder Agreement, dated as of February 8, 2022, by MUFG Bank, Ltd., as assuming lender, in favor of North Haven Private Income Fund LLC, as borrower, and ING Capital LLC, as administrative agent (Incorporated by reference to Amendment No. 1 to the Company’s Form 10-12G filed by the Company on March 15, 2022 (File No. 000-56388)).
10.19	Joinder Agreement, dated as of July 8, 2022, by Apple Bank for Savings, as assuming lender, in favor of North Haven Private Income Fund LLC, as borrower, and ING Capital LLC, as administrative agent (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 9, 2023 (File No. 814-01489)).
10.20	Joinder Agreement, dated as of July 8, 2022, by BNP Paribas, as assuming lender, in favor of North Haven Private Income Fund LLC, as borrower, and ING Capital LLC, as administrative agent (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 9, 2023 (File No. 814-01489)).
10.21	Joinder Agreement, dated as of September 28, 2022, by JPMorgan Chase Bank, N.A., as assuming lender, in favor of North Haven Private Income Fund LLC, as borrower, and ING Capital LLC, as administrative agent (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 9, 2023 (File No. 814-01489)).
10.22	Loan and Servicing Agreement, dated as of June 29, 2022, among PIF Financing SPV LLC, as borrower, the conduit lenders and institutional lenders from time to time party hereto, as lenders, the lender agents from time to time party hereto, as lender agents, Wells Fargo Bank, National Association, as administrative agent, North Haven Private Income Fund LLC, as equityholder and servicer, and State Street Bank and Trust Company, as collateral agent and collateral custodian (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2022 (File No. 814-01489)).
10.23	First Amendment to the Loan and Servicing Agreement dated as of April 20, 2023 by and among PIF Financing SPV LLC, as borrower, the conduit lenders and institutional lenders from time to time party hereto, as lenders, the lender agents from time to time party hereto, as lender agents, Wells Fargo Bank, National Association, as administrative agent, North Haven Private Income Fund LLC, as equityholder and servicer, and State Street Bank and Trust Company, as collateral agent and collateral custodian (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on April 24, 2023 (File No. 814-01489)).
10.24***	Third Amendment to Loan and Servicing Agreement, dated as of July 12, 2024, by and among by and among PIF Financing SPV LLC, as borrower, the conduit lenders and institutional lenders from time to time party thereto, as lenders, the lender agents from time to time party

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	thereto, as lender agents, Wells Fargo Bank, National Association, as administrative agent, and North Haven Private Income Fund LLC, as equityholder and service(Incorporated by reference to the Company’s Current Report on Form 8-K, filed by the Company on July 15, 2024 (File No. 814-01489)).
10.25	Loan and Security Agreement, dated as of September 12, 2023, among PIF Financing II SPV LLC, as borrower, Citizens Bank, N.A., as facility agent and as a lender, the other lenders party thereto, North Haven Private Income Fund LLC, as servicer, as equityholder and as transferor, and State Street Bank and Trust Company, as collateral agent, as account bank and as collateral custodian (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on September 15, 2023 (File No. 814-01489).
10.26***	Amendment No. 1 to Loan and Security Agreement, dated as of July 10, 2024, by and among PIF Financing II SPV LLC, as borrower, North Haven Private Income Fund LLC, as servicer and equityholder, Citizens Bank, N.A., as facility agent, the Lenders party thereto, and State Street Bank and Trust Company, as collateral agent (Incorporated by reference to the Company’s Current Report on Form 8-K, filed by the Company on July 15, 2024 (File No. 814-01489)).
10.27	Amended and Restated Loan and Security Agreement, dated as of June 3, 2021, incorporating Amendments No. 1-3, among SLIC Financing SPV LLC, SL Investment Corp., SL Investment Feeder Fund L.P., SL Investment Feeder Fund GP Ltd., U.S. Bank National Association, as collateral agent, as collateral administrator and as securities intermediary, JPMorgan Chase Bank, National Association and the lenders party thereto (Incorporated by reference to SL Investment Corp.’s Quarterly Report on Form 10-Q, filed by SL Investment Corp. on August 10, 2022 (File No. 814-01366)).
10.28	Amendment No. 4 to Amended and Restated Loan and Security Agreement, dated as of March 31, 2023, by and among SLIC Financing SPV LLC, as the borrower, SL Investment Corp., as the parent and servicer, SL Investment Feeder Fund L.P. and SL Investment Feeder Fund GP Ltd., as pledgors, U.S. Bank National Association, as collateral agent, as collateral administrator and as securities intermediary, JPMorgan Chase Bank, National Association, as administrative agent, the lenders party thereto, and the issuing banks party thereto (Incorporated by reference to SL Investment Corp.’s Current Report on Form 8-K, filed by SL Investment Corp. on April 4, 2023 (File No. 814-01366)).
10.29	Amendment No. 5 to Amended and Restated Loan and Security Agreement, dated as of June 26, 2024, by and among SLIC Financing SPV LLC, as the borrower, SL Investment Corp., as the parent and servicer, SL Investment Feeder Fund L.P. and SL Investment Feeder Fund GP Ltd., as pledgors, U.S. Bank National Association, as collateral agent, as collateral administrator and as securities intermediary, JPMorgan Chase Bank, National Association, as administrative agent, the lenders party thereto, and the issuing banks party thereto (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed on August 12, 2024 (File No. 814-01489)).
10.30	Amendment No. 6 to Amended and Restated Loan and Security Agreement, dated as of July 15, 2024, by and among SLIC Financing SPV LLC, as the borrower, North Haven Private Income Fund LLC, as the parent and servicer, U.S. Bank National Association, as collateral agent, as collateral administrator and as securities intermediary, JPMorgan Chase Bank, National Association, as administrative agent, the lenders party thereto, and the issuing banks party thereto (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed on November 12, 2024 (File No. 814-01489)).
10.31	Master Note Purchase Agreement by and between the Company and the purchasers party thereto, dated March 16, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on March 30, 2023 (File No. 814-01489)).
10.32	Master Note Purchase Agreement by and between the Company and the purchasers party thereto, dated August 10, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on August 11, 2023 (File No. 814-01489)).
10.33	First Supplement, dated December 1, 2023, to the Master Note Purchase Agreement by and between the Company and the purchasers party thereto, dated August 10, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on December 5, 2023 (File No. 814-01489)).
10.34	Second Supplement to Note Purchase Agreement by and between North Haven Private Income Fund LLC and the purchasers party thereto, dated August 5, 2024 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed on August 12, 2024 (File No. 814-01489)).
10.35	Second Amendment and Restated Loan and Security Agreement, dated as of November 26, 2024, by and among SLIC Financing SPV LLC, as the Borrower, North Haven Private Income Fund LLC, as the Parent and Servicer, U.S. Bank National Association, as collateral agent, as collateral administrator and as securities intermediary, JPMorgan Chase Bank, National Association, as Administrative Agent, the lenders party thereto, and the issuing banks party thereto (Incorporated by reference to the Company’s Annual Report on Form 10-K, filed on May 4, 2025 (File No. 814-01489)).
10.36	Fourth Amendment to Loan and Servicing Agreement, dated as of September 12, 2025, by and among PIF Financing SPV LLC, as borrower, PIF Lending SPV LLC, as securitization subsidiary, the conduit lenders and institutional lenders from time to time party thereto, as lenders, the lender agents from time to time party thereto, as lender agents, Wells Fargo Bank, National Association, as administrative agent, and North Haven Private Income Fund LLC, as equityholder and servicer (Incorporated by reference to the Company’s Current Report on Form 8-K, filed by the Company on September 12, 2025 (File No. 814-01489)).
10.37	Amendment No. 1 to the Second Amended and Restated Loan and Security Agreement, dated as of September 15, 2025, by and among SLIC Financing SPV LLC, as borrower, North Haven Private Income Fund LLC, as parent and as servicer, U.S. Bank Trust Company, National Association, as collateral agent and as collateral administrator, and U.S. Bank National Association, as securities intermediary, JPMorgan Chase Bank, National Association, as administrative agent, the lenders party thereto, and the issuing banks party thereto (Incorporated by reference to the Company’s Current Report on Form 8-K, filed by the Company on September 16, 2025 (File No. 814-01489)).
10.38	Registration Rights Agreement, dated as of September 25, 2025, relating to the 5.125% Notes due 2028, by and among the Company and Wells Fargo Securities, LLC, BNP Paribas Securities Corp., ING Financial Markets LLC, J.P. Morgan Securities LLC and SMBC Nikko Securities America, Inc., as the representatives of the Initial Purchasers (Incorporated by reference to the Company’s Current Report on Form 8-K, filed by the Company on September 26, 2025 (File No. 814-01489)).

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14.1	Code of Ethics of the Company (Incorporated by reference to the Company’s Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).
14.2	Code of Ethics of MS Capital Partners Adviser Inc (Incorporated by reference to the Company’s Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).
19.1	Insider Trading Policy (Incorporated by reference to the Company’s Annual Report on Form 10-K, filed on March 4, 2025 (File No. 814-01489)).
21.1*	Subsidiaries of the Registrant.
31.1*	Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2*	Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.
32.1**	Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH*	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith
**	Furnished herewith
***	Exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
****	Portions of this exhibit, marked by brackets, have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because they (i) are not material and (ii) are of the type that the Company treats as private or confidential. The Company undertakes to promptly provide an unredacted copy of this exhibit on a supplemental basis, if requested by the Securities and Exchange Commission or its staff.

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SIGNATURES

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 thereunto duly authorized.


	North Haven Private Income Fund LLC
Dated: March 3, 2026	By:	/s/ Michael Occi
		Michael Occi Director and Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Dated: March 3, 2026	By:	/s/ Michael Occi
		Michael Occi Director and Chief Executive Officer (Principal Executive Officer)

Dated: March 3, 2026	By:	/s/ David Pessah
		David Pessah Chief Financial Officer (Principal Financial Officer)

Dated: March 3, 2026	By:	/s/ Dylan Cutinha
		Dylan Cutinha Principal Accounting Officer

Dated: March 3, 2026	By:	/s/ David Miller
		David Miller Chairman of the Board of Directors

Dated: March 3, 2026	By:	/s/ Joan Binstock
		Joan Binstock Director

Dated: March 3, 2026	By:	/s/ Bruce Frank
		Bruce Frank Director

Dated: March 3, 2026	By:	/s/ Kevin Shannon
		Kevin Shannon Director

Dated: March 3, 2026	By:	/s/ Adam Metz
		Adam Metz Director

181