Material Event Form 8 K

On September 24, 2024, North Haven Private Income Fund LLC (the "Company") entered into a Purchase Agreement with representatives of the initial purchasers named therein (the "Purchase Agreement") pursuant to which the Company, subject to certain closing conditions, agreed to issue $300,000,000 in aggregate principal amount of its 5.750% notes due 2030 (the "Notes") in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S.persons outside the United States pursuant to Regulation S under the Securities Act. The Notes will mature on February 1, 2030 and will accrue interest at a rate of 5.750% per year. The offering is expected to close on October 1, 2024, subject to customary closing conditions.

The Company expects to use the net proceeds of this offering to repay indebtedness, make investments in portfolio companies in accordance with its investment objectives and for the general corporate purposes of the Company and its subsidiaries.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes, nor shall there be any offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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 the Company, its current and prospective portfolio investments, its industry, its beliefs and opinions, and its assumptions. For the avoidance of doubt, the Company is not a subsidiary of or consolidated with Morgan Stanley. Furthermore, Morgan Stanley has no obligation, contractual or otherwise, to financially support the Company. Morgan Stanley has no history of financially supporting any of the business development companies on the Morgan Stanley Private Credit platform, even during periods of financial distress. 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.

Although the Company believes 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 statement in this report should not be regarded as a representation by the Company that its plans and objectives will be achieved. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Moreover, the Company assumes no duty and does not undertake to update the forward-looking statements. You are advised to consult any additional disclosures that the Company makes directly to you or through reports that the Company has filed or in the future files with the Securities and Exchange Commission, including Annual Reports on Form 10-K,Quarterly Reports on Form 10-Qand Current Reports on Form 8-K.