NORTH HAVEN PRIVATE INCOME FUND LLC ENTERS INTO MERGER AGREEMENT WITH NORTH HAVEN PRIVATE INCOME FUND A LLC (Form 8-K)

NORTH HAVEN PRIVATE INCOME FUND LLC ENTERS INTO MERGER AGREEMENT WITH

NORTH HAVEN PRIVATE INCOME FUND A LLC

NEW YORK, NY, October 26, 2026 - North Haven Private Income Fund LLC ("PIF") and North Haven Private Income Fund A LLC ("PIF A" and each of PIF and PIF A, a "Company" and together, the "Companies"), each a business development company externally managed by MS Capital Partners Adviser Inc. (the "Adviser"), announced today that PIF has entered into a merger agreement with PIF A (the "Merger Agreement"), pursuant to which PIF A would merge with and into PIF (the "Merger") with Class I unitholders of PIF A receiving newly issued Class I Units of PIF based on a NAV-for-NAV exchange ratio.

Upon closing of the Merger, PIF intends to enter into an amendment to the investment advisory agreement with the Adviser pursuant to which the base management fee paid by PIF will be reduced from 1.25% of average net asset value to 1.00% prior to the closing of the Merger. As a result, PIF will have a base management fee of 1.00% of net asset value following the merger, effective January 1, 2027.

Following the transaction contemplated by the Merger Agreement, PIF is expected to have $6.6 billion of total investments at fair value and investments in approximately 312 portfolio companies, on a pro forma basis as of June 30, 2026. The Board of Directors of each of the Companies has approved the Merger Agreement with the participation throughout by, and the unanimous support of, their respective independent directors.

Key Transaction Highlights

Michael Occi, Chief Executive Officer of the Companies, said, "we are pleased with the Companies' performance and believe the Merger will create value for investors, including through a reduced management fee. The Merger advances our long-standing strategic vision and better positions PIF to capitalize on the strength of the Morgan Stanley platform to scale further in the marketplace."

Consummation of the Merger is subject to customary regulatory approvals, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary closing conditions. Assuming satisfaction of these conditions, the Merger is currently expected to close in December 2026. The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. All current PIF officers and directors will remain in their current roles.

Keefe, Bruyette & Woods, A Stifel Company, served as financial advisor to the Committee of the Independent Directors of the PIF A Board of Directors in connection with the PIF A transaction contemplated by the Merger Agreement.

Truist Securities, Inc. served as financial advisor to the Committee of the Independent Directors of the PIF Board of Directors in connection with the PIF transaction contemplated by the Merger Agreement.

About North Haven Private Income Fund LLC

North Haven Private Income Fund LLC is a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. PIF has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. PIF is externally managed by the Adviser, an indirect, wholly owned subsidiary of Morgan Stanley. PIF is not a subsidiary of or consolidated with Morgan Stanley. For more information about North Haven Private Income Fund LLC, please visit http://www.northhavenprivateincomefund.com.

About North Haven Private Income Fund A LLC

North Haven Private Income Fund A LLC is a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. PIF A has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. PIF A is externally managed by the Adviser, an indirect, wholly owned subsidiary of Morgan Stanley. PIF A is not a subsidiary of or consolidated with Morgan Stanley.