UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~May 131, ~~2024~~2025

TriplePoint Private Venture Credit Inc.

(Exact name of registrant as specified in its charter)

Maryland

814-01327

84-3383695

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


2755 Sand Hill Road, Suite 150 Menlo Park, California						94025
(Address of principal executive offices)						(Zip Code)

(650) 854-2090

(Registrant’s telephone number, including area code)

n/a

(Former name or former address, if changed since last report)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☒

Item 5.0207 ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers;~~ Holders.

~~Compensatory~~(a)TriplePoint ~~Arrangements~~Private Venture Credit Inc. (the “Company”) held its 2025 Annual Meeting of ~~Certain~~Stockholders ~~Officers~~(the “Annual Meeting”) on May 1, 2025. As of March 4, 2025, the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting, 23,689,363 shares of the Company’s common stock and 525 shares of the Company’s preferred stock were eligible to be voted in person or by proxy. Of the shares of common stock eligible to be voted, 22,892,195 shares were voted in person or by proxy at the Annual Meeting. Of the shares of preferred stock eligible to be voted, 525 shares were voted in person or by proxy at the Annual Meeting.

On(b)At ~~December~~the ~~13,~~Annual ~~2024~~Meeting, the ~~Board~~Company’s stockholders (i) elected one Class III director to serve on the Company’s board of ~~Directors~~directors (until the ~~“Board”)~~Company’s 2028 annual meeting of ~~TriplePoint~~stockholders ~~Private~~or ~~Venture~~until ~~Credit~~his ~~Inc.~~successor is duly elected and qualified, and (ii) ratified the ~~“Company”)~~selection ~~appointed~~of ~~Mike~~Deloitte L.& ~~Wilhelms~~Touche LLP to serve as ~~Chief~~the ~~Financial~~Company’s ~~Officer~~independent ofregistered ~~the~~public ~~Company,~~accounting ~~effective~~firm asfor ofthe ~~January~~fiscal 6year ending December 31, 2025,. onThe ~~which~~proposals ~~date~~are hedescribed ~~will~~in ~~replace~~detail ~~Brandon~~in ~~Campbell,~~ the Company’s ~~current~~definitive ~~interim~~proxy ~~Chief~~statement ~~Financial~~filed ~~Officer~~with the Securities and Exchange Commission on March 13, 2025. The final voting results for each proposal are set forth below.

~~Mr.~~(i)The ~~Wilhelms,~~following ~~55,~~individual ~~will~~was ~~also~~elected ~~serve~~ as ~~the Chief Financial Officer of TriplePoint Venture Growth BDC Corp.,~~ a ~~business~~Class ~~development~~III ~~company,~~director ~~TriplePoint~~by ~~Capital LLC and TriplePoint Advisers LLC effective as of January 6, 2025. Mr. Wilhelms has served since December 2021 as~~ the ~~Chief~~holders ~~Financial Officer~~ of ~~Sabal~~common ~~Capital~~stock Holding Company, LLC, the holding company for Sabal Investment Advisors, LLC, an SEC-registered investment adviser that provides investment management services to institutional investors focused on debt and ~~equity~~preferred ~~investments. From January 2020 until its sale to Regions Bank in December 2021~~stock, ~~Mr.~~voting ~~Wilhelms~~together ~~also served~~ as ~~the Chief Financial Officer of Sabal Capital Partners, LLC,~~ a ~~commercial~~single ~~real estate lending platform that maintained a servicing portfolio of nearly $5 billion. Prior to Sabal~~class, ~~Mr.~~by ~~Wilhelms was at Crescent Capital Group LP, a middle-market lending platform and SEC-registered investment adviser. While at Crescent Capital Group LP, he served as Chief Financial Officer of~~ the ~~company’s~~following first public fund, Crescent Capital BDC, Inc., from April 2015 to December 2019. Mr. Wilhelms was also the Chief Financial Officer of Triad Financial Corporation, and started his career at KPMG in 1993 in the assurance practice, specializing in financial services. Mr. Wilhelms received a B.A. in Business Economics from the University of California Santa Barbara and is a Certified Public Accountant (CPA) (inactive).vote:

The Company will not pay cash compensation or provide other benefits directly to Mr. Wilhelms. Mr. Wilhelms will be an employee of TriplePoint Capital LLC, the indirect sole owner of the Company’s administrator, TriplePoint Administrator LLC (the “Administrator”), which is compensated for the services it provides to the Company pursuant to the terms of the administration agreement between the Company and the Administrator (the “Administration Agreement”). Pursuant to the Administration Agreement, the Company makes payments equal to its allocable portion of the Administrator’s overhead and other expenses associated with performing its obligations under the Administration Agreement, which will include, but not be limited to, the Company’s allocable portion of the costs of compensation of Mr. Wilhelms.

Name

Votes For

Votes Withheld

Broker Non-Votes

Gilbert E. Ahye

21,732,295

1,160,425

—

~~Mr. Wilhelms:~~ (iii)The ~~was~~voting ~~not~~results ~~appointed~~with asrespect to the ~~Company’s~~ratification ~~Chief~~by ~~Financial~~the ~~Officer~~holders ~~pursuant~~of tocommon ~~any~~stock ~~arrangement~~and orpreferred ~~understanding~~stock, ~~with~~voting ~~any~~together ~~other~~as ~~person; (ii) does not have~~ a ~~family~~single ~~relationship~~class, ~~with any~~ of the ~~Company’s~~appointment ~~directors~~of orDeloitte ~~other~~& ~~executive~~Touche ~~officers;~~LLP ~~and~~to ~~(iii)~~serve ~~other than~~ as ~~disclosed~~the ~~herein,~~Company’s ~~has~~independent ~~not~~registered ~~engaged,~~public ~~since~~accounting ~~the~~firm ~~beginning~~for of the ~~Company’s last~~ fiscal year, ~~nor~~ending ~~currently~~December ~~proposes to engage~~31, in2025 ~~any~~were ~~transaction~~as ~~in which the Company was or is a participant.~~follows:

Item 8.01 Other Events


Votes For	Votes Against	Abstain	Broker Non-Votes
22,892,720	—	—	—

On December 13, 2024, the Board declared (i) a $0.41 per share regular dividend on shares of the Company’s common stock and (ii) a $0.10 per share special dividend on shares of the Company’s common stock, each of which will be payable in cash on December 27, 2024 to stockholders of record at the close of business on December 13, 2024.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.


TriplePoint Private Venture Credit Inc.

By:			/s/ James P. Labe
Name:			James P. Labe
Title:			Chief Executive Officer

Date: ~~December~~May 182, ~~2024~~2025

Filing Compare · TriplePoint Private Venture Credit Inc.