North Haven Private Income Fund Redemptions: Morgan Stanley's Fund Paid 47.8%, 41.6% and 43.8% of Requests in 2026

What NHPIF is, in one paragraph

North Haven Private Income Fund is a Morgan Stanley private credit fund for individual investors: a business development company that lends mostly to middle-market companies backed by private equity sponsors, sold as Class S units in a continuous private offering. At June 30, 2026 it held $6.85 billion of investments at par in 299 companies, 96.5% of them first lien, with software the largest industry at 22.9% (Form 8-K, July 28, 2026). It had 17,999 holders of record in March 2026, $3.09 billion of members' capital at June 30 and 172.7 million units outstanding. There is no market for the units: the exit is the quarterly tender offer. The 10-K says: “At the discretion of the Board of Directors, we may repurchase, in each quarter, up to 5% of the outstanding Units”, and that the limits “may prevent us from accommodating all repurchase requests made in any quarter.” It joins BCRED, HLEND, OCIC and ASIF in this series of funds whose quarterly exit has been rationed.

Eighteen offers, 2022 to September 2026

Each row is the result the fund filed in a Schedule TO-I/A. Through 2025 it states the units tendered; for 2026 it gives only the share of each request accepted, so the units tendered are implied by our arithmetic. The price is NAV per unit at the quarter-end valuation date.

Until the summer of 2025 the offers were easy: units tendered were 18% to 66% of the limit, and from March 2024 to March 2025 never above 41%. In June and September 2025 they were 63% and 62%, and in the December 2025 offer 9,778,471 units were tendered against a limit of 9,308,406. That is the only time the fund bought more than 5% (5.25% of units, per the 10-K): it exercised a reserved right to purchase “up to 2.0%” more and paid for every unit. In March 2026 it did not, and it bought exactly the 5.0%. Requests of about 10.9% of units outstanding, per the fund's letter, “exceeded the 5.0% quarterly repurchase offer threshold.”

What the fund says about the queue

The three investor letters filed with the tender amendments are the fund's own account of what the queue is made of. In March, requests were “approximately 10.9%” of units outstanding at December 31, and it would fulfill “approximately 45.8%” of each investor’s tender request; the final count was 47.8%. The June letter said requests were about 11.6% and that “over half of repurchase requests received in the second quarter were attributable to unitholders whose previous repurchase requests were prorated during the first quarter” (it expected about 43.0%; the final count was 41.6%). The September letter, dated the 18th, said requests were about 11.4% and “nearly two thirds of repurchase requests for the quarter are associated with unitholders whose repurchase requests were prorated in the prior two repurchase offers.”

The fund reads that as possibly “indicative of durability” in its investor base. The arithmetic is that of a queue: a holder who tendered everything each time sold 47.8% in March, 41.6% of the rest in June and about 43.8% of what was left in September, which leaves about 17% still in the fund (our arithmetic; the letter says investors who did this “will have received more than 80%”). A holder who asked once in March and did not resubmit got 47.8% and nothing more. The 10-K says it plainly: “All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer.”

The fund says it repurchased about $479 million across the three offers ending September 30, 2026, with leverage at “the low end of its target range”, a debt-to-NAV ratio of 0.94x at July 31 and more than $2.0 billion of undrawn debt capacity and cash.

Money in, money out

Gross subscriptions in the monthly 8-Ks went from $79.8 million in the March 2025 closing to $2.2 million in July 2026, and none of the 2026 months reached $28 million. Units outstanding fell from 182,049,066 at December 31, 2025 to 172,668,816 at June 30, 2026 (our arithmetic: 5.2%). The fund shrank on both sides of the balance sheet:

Investments at par were $7,305.1 million at March 31, 2026, $6,846.0 million at June 30 and $6,591.1 million at August 31, down 9.8% in five months (our arithmetic). New investment commitments were $2.0 million in August. Debt held at around 1.0x NAV while the fund paid out $346.5 million in six months, and has come down since. The 10-Q shows $159.6 million of unit repurchases payable at June 30, the July settlement.

NAV and the distribution

The 8-Ks do not print NAV per unit; they print the unit offering price effective the first of the month, which matched the prior quarter-end NAV in every tender (for example $18.12 on April 1 and $17.91 on July 1). That price was $18.96 on January 1, 2025, $18.57 on January 1, 2026 and $17.86 on September 1, 2026, down 5.8% from the start of 2025 (our arithmetic). NAV per unit was $17.91 at June 30, 2026 against $18.77 a year earlier.

The regular monthly distribution held at $0.1250 from July 2025 through March 2026 and has been lowered every month since: $0.1234 (April), $0.1227, $0.1208, $0.1206, $0.1204 and $0.1190 in September, a cut of 4.8% from March (our arithmetic). The quarterly special distribution went from $0.0474 in January 2025 to $0.0233 in December, $0.0213 in March 2026, $0.0205 in June and $0.0110 in September. The 8-Ks declare the amounts and do not explain them. In the first half of 2026 distributions declared were $143.5 million against net investment income of $136.4 million (95.1%, our arithmetic), alongside $72.2 million of net realized losses and $42.5 million of net unrealized depreciation.

What a holder can do with this

• If you tendered in March or June: you were paid 47.8% and 41.6% of your units at $18.12 and $17.91. The rest stayed in the fund and did not carry over; it had to be requested again.
• If you tendered in September: the fund says about 43.8% of each request will be bought at the September 30 NAV. The final amendment, with the price and dollars, is due around the end of October.
• If you are deciding for the December offer: the fill depends on everyone else's requests. They have been 10.9%, 11.6% and 11.4%, and nearly two thirds of the last quarter's came from holders already waiting. The queue shortens only if requests fall toward 5% or new money recovers; it is $2-8 million a month now.
• What would change the math: the board buying above 5% as it did once in December 2025, a pause in the distribution cuts, or the fund selling assets to fund exits (it has not said it will).

Other funds, same quarter: the private credit redemptions tracker puts twelve funds' latest offers side by side, including GCRED, whose queue cleared in July, and Carlyle's interval fund.

FAQ

All figures are from North Haven Private Income Fund's SEC filings read on EDGAR on October 5, 2026: the Schedule TO-I/A result filings for the 18 offers from June 2022 to September 2026 and the investor letters filed with them (March, June and September 2026), 21 monthly Form 8-K reports (January 2025 to September 2026), the June 2026 Form 10-Q (accession 0001193125-26-342549), the 2025 Form 10-K (0001193125-26-088367), and the Forms 8-K and N-14 8C cited. The final amendments for March and June 2026 do not state units tendered; the implied counts, fill ratios, the cumulative fill, ratios and percentage changes are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.