North Haven Private Income Fund LLC 8-K

What Happened
North Haven Private Income Fund LLC filed an 8-K on December 29, 2025 reporting an unregistered sale of Class S units, a declared regular and special distribution, and a portfolio and net asset value (NAV) update. The company sold approximately 572,406 Class S units for about $10.66 million (purchase price $18.63 per unit; final unit count determined December 22, 2025). The unit issuance was made under Section 4(a)(2) and Regulation D and relied on investors’ accredited status.

Key Details

• Unregistered unit sale: ~572,406 Class S units for aggregate proceeds of ~$10.66 million (purchase price $18.63 per unit; sale effective December 1, 2025; final count determined December 22, 2025).
• Distributions declared (both declared December 22, 2025; payable on or about January 6, 2026; record date December 31, 2025): regular distribution $0.1250 per unit; special distribution $0.0233 per unit.
• Portfolio snapshot (as of November 30, 2025): investments in 309 portfolio companies across 44 industries; aggregate par/cost $7,677.6 million. Composition: ~97.7% first‑lien debt, ~0.5% second‑lien, ~1.8% other; ~99.9% of debt investments are floating‑rate.
• NAV and leverage (as of November 30, 2025): estimated aggregate NAV ~$3,548.4 million; debt outstanding (principal) ~$3,219.6 million. NAV estimate has not completed quarter‑end close and may change.

Why It Matters
The filing shows the Fund raised modest additional capital (~$10.7M) via a private, unregistered unit sale to accredited investors, which increases invested capital without a public offering. The declared regular and special distributions provide a near‑term cash return to unitholders. The portfolio and NAV update gives investors a detailed view of asset mix—heavily weighted to first‑lien, floating‑rate private senior secured loans—along with the Fund’s leverage level; note the NAV figure is preliminary and subject to quarter‑end closing adjustments. These items are material for assessing the Fund’s income profile, interest‑rate sensitivity, and capital position.