You are cordially invited to attend the 20222023 Annual Meeting of Stockholders (the “Annual Meeting”) of TriplePoint Private Venture Credit Inc., a Maryland corporation (the “Company,” “TPVC,” “we,” “us” or “our”), to be held in virtual format only by conference call on Thursday, April 28, 202227, 2023 at 11:00 a.m., Pacific Time. For those who wish to attend via conference call, please use the following number to dial in, toll-free, at least 10 minutes prior to the start time for the Annual Meeting: (888) 788-0099. You will need the meeting identification number and passcode found on your proxy card in order to access the conference call. You will need the Control Number included on your proxy card if you wish to vote in person at the Annual Meeting.

The notice of the Annual Meeting and the proxy statement accompanying this letter provide an outline of the business to be conducted at the Annual Meeting. At the Annual Meeting, you will be asked to: (1) elect one directortwo directors of the Company; (2) ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;2023; and (3) to transact such other business as may properly come before the Annual Meeting, or any postponement or adjournment thereof.

Notice is hereby given that the 20222023 Annual Meeting of Stockholders (the “Annual Meeting”) of TriplePoint Private Venture Credit Inc., a Maryland corporation (the “Company,” “TPVC,” “we,” “us” or “our”), will be held in virtual format only by conference call on Thursday, April 28, 202227, 2023 at 11:00 a.m., Pacific Time, to consider and vote on the following proposals:

For those who wish to attend via conference call, please use the following number to dial in, toll-free, at least 10 minutes prior to the start time for the Annual Meeting: (888) 788-0099. You will need the meeting identification number and passcode found on your proxy card in order to access the conference call for the Annual Meeting. You will need the Control Number included on your proxy card if you wish to vote in person at the Annual Meeting. We have enclosed our annual report on Form 10-K for the year ended December 31, 2021,2022, proxy statement and a proxy card. Please refer to the voting instructions provided on your proxy card.

We intend to mail or otherwise deliver these materials on or about March 10, 2022,9, 2023, to all stockholders of record entitled to vote at the Annual Meeting. Our Board of Directors has fixed the close of business on March 4, 2022,3, 2023, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof.

Your vote is extremely important to us. In the event there are not sufficient votes for a quorum or to approve the proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies by the Company.

The following information applicable to the Annual Meeting may be found in the notice of the Annual Meeting, proxy statement and accompanying proxy card:

This document provides the information you need to vote on the matters listed on the accompanying Notice of Annual Meeting of Stockholders (“Notice of Annual Meeting”). This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of TriplePoint Private Venture Credit Inc., a Maryland corporation (the “Company,” “TPVC,” “we,” “us” or “our”), for use at our 20222023 Annual Meeting of Stockholders (the “Annual Meeting”), to be held in virtual format only by conference call on Thursday, April 28, 202227, 2023 at 11:00 a.m., Pacific Time. For those who wish to attend via conference call, please use the following number to dial in, toll-free, at least 10 minutes prior to the start time for the Annual Meeting: (888) 788-0099. You will need the meeting identification number and passcode found on your proxy card in order to access the conference call for the Annual Meeting. You will need the Control Number included on your proxy card if you wish to vote in person at the Annual Meeting.

We encourage you to access the Annual Meeting prior to the start time. The live conference call will begin promptly at 11:00 a.m., Pacific Time, on April 28, 2022.27, 2023. Please see “How to Participate in the Annual Meeting” below for additional details.

Only questions submitted during the live conference call that are pertinent to Annual Meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions or comments that are not related to the proposals under discussion, are about personal concerns not shared by stockholders generally, or use blatantly offensive language may be ruled out of order. Additionally, the Company may not be able to answer multiple questions submitted by the same stockholder.

You may vote at the Annual Meeting only if you were a holder of record of our common stock or preferred stock at the close of business on March 4, 20223, 2023 (the “Record Date”) or if you hold a valid proxy from a stockholder of record as of the Record Date. On the Record Date, there were 17,942,10520,297,200 shares of our common stock outstanding and entitled to vote and 525 shares of our preferred stock outstanding and entitled to vote.

A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, virtually via the live conference call or by proxy, of holders of shares of common stock and preferred stock entitled to cast a majority of the votes entitled to be cast (without regard to class) will constitute a quorum for purposes of (1) the election of Gilbert E. AhyeCynthia M. Fornelli as a Class IIII director to serve until the 20252026 annual meeting of the Company’s stockholders and until hisher successor is elected and qualifies, and (2) the ratification of the selection of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.2023.

Abstentions, “withhold votes” and broker non-votes, if any, will be deemed to be present for the purpose of determining a quorum for the Annual Meeting.

The Annual Meeting will held in virtual format only by conference call on Thursday, April 28, 202227, 2023 at 11:00 a.m., Pacific Time.

Stockholders of record can participate in the Annual Meeting virtually by using the following number to dial in, toll-free, at least 10 minutes prior to the start time for the Annual Meeting: (888) 788-0099. You will need the meeting identification number and passcode found on your proxy card in order to access the conference call for the Annual Meeting. You will need the Control Number included on your proxy card if you wish to vote in person at the Annual Meeting.

Only registered stockholders as of the Record Date may submit questions and vote at the Annual Meeting. You may still virtually participate in the Annual Meeting if you vote by proxy in advance of the Annual Meeting.

Upon written request from a stockholder of record as of the Record Date, the Company's legal counsel, Dechert LLP, will provide access to the conference call for the Annual Meeting live at its offices located at 1900 K Street NW, Washington, DC 20006. Please note that no members of the Company's management or the Board will be in attendance at this location. If you wish to attend the Annual Meeting via the live conference call at the Washington, DC offices of Dechert LLP, please submit a written request to TriplePoint Private Venture Credit Inc., Attention: Corporate Secretary, 2755 Sand Hill Road, Suite 150, Menlo Park, California 94025, to be received no later than April 14, 2022.2023. Your written request must include your name as stockholder of record and the number of shares of the Company’s common stock and/or preferred stock you hold.

Please note that if you hold your shares through a bank, broker or other nominee (i.e., in street name), you may be able to authorize your proxy by telephone or the Internet, as well as by mail.  You should follow the instructions you receive from your bank, broker or other nominee to vote these shares. Also, if you hold your shares in street name, you must obtain a proxy executed in your favor from your bank, broker or nominee to be able to participate in and vote via the Annual Meeting conference call.

Gilbert E. AhyeCynthia M. Fornelli must be elected by a plurality of votes cast at the Annual Meeting by holders of our outstanding common stock and preferred stock, voting together as a single class. James P. Labe must be elected by a plurality of votes cast at the Annual Meeting solely by holders of our outstanding preferred stock, voting as a single class. If you instruct your proxy to “withhold authority” with respect to theeither nominee director, your votes will not be cast with respect to the person indicated. Because the nominee director isdirectors are elected by a plurality of the votes cast, an instruction to “withhold authority” will have no effect on the outcome of the vote. In addition, for purposes of the election of directors, broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.

The affirmative vote of a majority of the votes cast on the proposal by the holders of our outstanding common stock and preferred stock, voting together as a single class, at the Annual Meeting is required to ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.2023. Abstentions will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal.

If a stockholder does not vote virtually via the live conference call or does not submit voting instructions to its broker, bank or other nominee, the broker, bank or other nominee will not be permitted to vote the stockholder’s shares on non-routine proposals.

Proposal 1, the election of onetwo Class III directorI directors of the Company who will each serve until the 20252026 annual meeting of the Company’s stockholders, or until histheir respective successor is duly elected and qualified, is considered a non-routine matter under applicable rules. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have, or chooses not to exercise, discretionary authority to vote on the matter with respect to your shares. This is generally referred to as a “broker non-vote.” Therefore, broker non-votes may exist in connection with Proposal 1.

For purposes of Proposal 1, broker non-votes will have no effect on the result of the vote.

Proposal 2, the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 20222023 is considered a routine matter under applicable rules. A broker or other nominee may generally vote in their discretion on routine matters, and therefore no broker non-votes are expected in connection with Proposal 2.

Adjournment and Additional Solicitation

If there appearappears to be insufficient votes to obtain a quorum at the Annual Meeting, the chairman of the meeting or the stockholders who are represented in person (virtually via the live conference call) or by proxy may vote to adjourn the Annual Meeting to permit further solicitation of proxies. Sajal K. Srivastava and James P. Labe are the persons named as proxies and, if adjournment is submitted to the stockholders for approval, will vote proxies held by each of them for such adjournment to permit the further solicitation of proxies. Approval of any proposal submitted to stockholders to adjourn the Annual Meeting requires the affirmative vote of a majority of the votes cast on the proposal.

A stockholder vote may be taken on any of the proposals in this Proxy Statement prior to any such adjournment if there are sufficient votes for approval of such proposal.

Stockholders may also participate in, and vote at, the Annual Meeting via the live conference call. You will need the meeting identification number and passcode found on your proxy card in order to access the conference call for the Annual Meeting. You will need the Control Number included on your proxy card if you wish to vote in person at the Annual Meeting.

As of the Record Date, to our knowledge, no person would be deemed to control us, as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), through beneficial ownership of our common stock or preferred stock.

Our directors consist of interested directors and independent directors. An interested director is an “interested person,” as defined in Section 2(a)(19) the 1940 Act, of the Company (the “Interested Directors”), and independent directors are all other directors (the “Independent Directors”).

The following table shows information as of the Record Date, unless otherwise indicated, regarding the beneficial ownership of our common stock and preferred stock by: (i) each person that the Company believes beneficially holds more than 5% of the outstanding shares of our common stock, including based solely on the Company’s review of filings with the SEC pursuant to Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (ii) each director and nominee; (iii) each executive officer of the Company; and (iv) all directors and executive officers as a group. None of our executive officers or directors own shares of our preferred stock, and, to our knowledge, no person beneficially owns more than 5% of our outstanding preferred stock. 

As of the Record Date, 17,942,10520,297,200 shares of our common stock and 525 shares of our preferred stock were issued and outstanding. Unless otherwise indicated, we believe that all persons named as beneficial owners of our common stock have sole voting power and sole investment power with respect to the shares indicated as beneficially owned. In addition, unless otherwise indicated, the address for each person named below is c/o TriplePoint Private Venture Credit Inc., 2755 Sand Hill Road, Suite 150, Menlo Park, California 94025.

Information as to the beneficial ownership listed in the table below is based on information furnished to the Company by the persons listed in the table. We are not part of a “family of investment companies,” as that term is defined under SEC rules. The following table sets forth the dollar range of our common stock beneficially owned by each of our directors as of the Record Date. None of our directors beneficially own shares of our preferred stock.

In accordance with the Company’s Bylaws (the “Bylaws”), the Board currently has five members. Directors are divided into three classes and are elected for staggered terms of three years each, with a term of office of one of the three classes of directors expiring at the annual meeting of the Company’s stockholders each year. After this election, the terms of Class I, Class II and Class III directors will expire in 2023,2026, 2024 and 2025, respectively. Each director will hold office for the term to which he or she is elected, or until his or her successor is duly elected and qualifies.

There is one directorare two directors in the class whose term expires in 20222023 who hashave been nominated by the Board, upon the recommendation of its Nominating and Corporate Governance Committee, to stand for re-election: Gilbert E. Ahye,one is an Independent Director.Director (Cynthia M. Fornelli) and one is an Interested Director (James P. Labe). If elected at the Annual Meeting, theeach nominee would serve until the 20252026 annual meeting of the Company’s stockholders and until his or her successor is elected and qualifies, or, if sooner, until his or her death, resignation or removal. The director-nominee will beEach director is elected by a plurality of the votes cast at the Annual Meeting. Mr. AhyeMs. Fornelli is being considered for election by our common and preferred stockholders, voting together as a single class. Mr. Labe is being considered for election solely by our preferred stockholders.

Gilbert E. AhyeEach of Cynthia M. Fornelli and James P. Labe has been nominated for election as a Class IIII director for a term expiring at the annual meeting of the Company’s stockholders in 2025.2026. Neither Ms. Fornelli nor Mr. AhyeLabe is not being proposed for election pursuant to any agreement or understanding between Ms. Fornelli or Mr. Ahye,Labe, on the one hand, and the Company or any other person or entity, on the other hand.

The Board believes that, collectively, the directors have balanced and diverse experience, qualifications, attributes and skills, which allow the Board to operate effectively in governing the Company and protecting the interests of its stockholders. There is no familial relationship among any of the members of our Board or our executive officers. Below is a description of the various experiences, qualifications, attributes and/or skills with respect to each director considered by the Board.

Interested Directors

James P. Labe

The Board benefits from James P. Labe’s business leadership and experience and knowledge of the venture capital lending industry. Mr. Labe has been involved in the venture capital lending and venture leasing segmentindustry for more than 35approximately 40 years and played a key role in making venture capital lending and venture leasing a regular source of capital for venture capital-backed companies. In particular, Mr. Labe founded and served as Chief Executive Officer of Comdisco Ventures, a division of Comdisco, Inc., which managed more than $3 billion in loan and lease transactions for more than 870970 venture capital-backed companies and generated more than $500 million in cumulative pre-tax profits over 15 years during his tenure. Prior to joining Comdisco, Mr. Labe was employed by Equitec Financial Group. Mr. Labe has served as a voting member of TPC’s Investment Committee and has led and overseen TPC’s investment originations and venture capital relationship management efforts since its inception in 2006. Mr. Labe received a Bachelor of Arts degree from Middlebury College and received an Executive Master of Business Administration degree from the University of Chicago.

Sajal K. Srivastava

Sajal K. Srivastava brings to the Board strong investment, credit and operating leadership experience along with a venture lending, leasing and technology finance background. Mr. Srivastava has served as a voting member of TPC’s Investment Committee and has led and overseen TPC’s day-to-day operations, credit and investment analysis, account servicing, portfolio monitoring, legal and finance groups since co-founding TPC with Mr. Labe. Prior to co-founding TPC, Mr. Srivastava worked with Mr. Labe at Comdisco Ventures where he, as head of their Investment and Credit Analyst team, structured, negotiated and managed venture lending and leasing transactions and also managed the diligence and credit analysis team. Before joining Comdisco, Mr. Srivastava was a Financial Analyst with Prudential Securities’ Technology Investment Banking Group. Mr. Srivastava received a Bachelor of Arts degree in Economics from Stanford University and received a Master of Science degree in Engineering Economic Systems and Operations Research from Stanford University.

Independent Directors

Gilbert E. Ahye

Gilbert E. Ahye brings to the Board expertise in accounting and business development. Mr. Ahye hasalso served as a member of the board of directors of GO Acquisition Corp., a publicly traded special purpose acquisition vehicle, sincefrom 2020 to September 2022 and has served as Vice Chairman of American Express Global Business Travel, a joint venture with American Express and a group of private investors, from September 2014 until 2016. In September 2014, he also became an adviser to the private equity firm of Certares. While at American Express for more than 30 years, Mr. Ahye had a longstanding career as a senior executive in finance, business development, investment, and mergers and acquisitions, and was at American Express for more than 30 years.acquisitions. Mr. Ahye served as the Executive Vice President – Chief Development Officer at American Express from May 2003 through August 2014 where he led the Corporate Development / M&A and Innovation group and was a member of American Express’s Global Management Team. During his time at American Express, Mr. Ahye also served as Chief Financial Officer of the U.S. Consumer Card Business from 1996 to 1999 and Treasurer of International and Domestic Treasury from 1985 to 1988. Prior to joining American Express, Mr. Ahye was head of Capital Budgeting for International Paper Company from 1978 to 1981. From 1977 to 1978, Mr. Ahye served as a Manager at Union Carbide Corporation. From 1971 to 1977, Mr. Ahye served as Senior Auditor at Ernst & Young. Mr. Ahye is a member of both the American and New York State Societies of CPAs. Mr. Ahye also serves as an advisor to a payments company in China. Mr. Ahye was named to Black Enterprise Magazine’s 75 Most Powerful Blacks on Wall Street in 2006. Mr. Ahye received a Bachelor of Science degree from Manhattan College, a Master of Business Administration degree from St. John’s University and had a Certified Public Accountant accreditation.

Stephen A. Cassani brings to the Board a diverse knowledge of business, finance and capital markets. Mr. Cassani has had a long-standing career of over twenty-fivethirty years in investment banking and finance relating to growth stage venture capital and private equity-backed companies and in real estate. Mr. Cassani is a co-founder of Haven Capital Partners, a real estate investment, development and management company founded in 2009 and located in Palo Alto, California. At Haven Capital Partners, Mr. Cassani oversees aadvises family officeoffices with extensive real estate holdings, where his duties includeoverseeing and managing commercial development projects, spearheading the finance and capital raising functions, as well as identifying and negotiating new investment opportunities.opportunities, including in venture capital and private equity. Prior to co-founding Haven Capital Partners, Mr. Cassani spent most of his career in investment banking, most recently serving as a Managing Director at Citigroup Global Markets, where from 2001 to 2008 he led the firm’s west coast private capital markets business focusing primarily on expansion and growth stage venture capital and private equity backed companies. From 2000 to 2001, Mr. Cassani served as Vice President of Client Management for Brand3, a venture-backed software company. From 1996 to 2000, Mr. Cassani was a Principal in the investment banking group at Montgomery Securities / Banc of America Securities, with a focus on the consumer sector. Prior to that, Mr. Cassani began his investment banking career in the Private Equity Placements Group at Chase Securities, Inc. Mr. Cassani received a Bachelor of Arts degree from the University of California, Berkeley and a Master of Business Administration degree from Columbia Business School.

Cynthia M. Fornelli brings to the Board a diverse knowledge of accounting, regulatory affairs and capital markets. Ms. Fornelli has served as an Independent Trustee for the Professionally Managed Portfolios (the “PMP”), a mutual fund complex, since January 2022 and previously served as independent consultant to the PMP from January 2021 to December 2021. Ms. Fornelli launched the Center for Audit Quality (the “CAQ”), an autonomous, nonpartisan, and nonprofit public policy advocacy organization dedicated to enhancing investor confidence and public trust in the global capital markets, in 2007, and served as its Executive Director until May 2019. Prior to launching the CAQ, Ms. Fornelli was a Senior Vice President of Regulatory and Conflicts Management at Bank of America from 2004 to 2006. Between 1999 and 2004, Ms. Fornelli worked at the U.S. Securities and Exchange Commission’s Division of Investment Management including as Deputy Director from 2001 to 2004. Ms. Fornelli is currently a member of the advisory board of a number of organizations and received her Bachelor of Arts degree from Purdue University and her Juris Doctor from The George Washington University.

We believe that maintaining the highest standards of corporate governance is a crucial part of our business, and we are committed to having in place the necessary controls and procedures designed to ensure compliance with applicable laws, rules and regulations.

The 1940 Act requires that we, as a business development company (“BDC”), maintain a majority of Independent Directors on our board of directors. On an annual basis, each member of our Board is required to complete a questionnaire designed to provide information to assist the Board in determining whether the director is independent under the applicable Exchange Act and 1940 Act provisions. The Board limits membership on the Audit Committee and the Nominating and Corporate Governance Committee to Independent Directors.

Our Board currently consists of five members, three of whom are classified under Section 2(a)(19) of the 1940 Act as not “interested persons.” Based on these independence standards and the recommendation of the Nominating and Corporate Governance Committee, our Board has affirmatively determined that the following directors are independent:

Our Board considers portfolio investments and transactions in which our Independent Directors may have had a direct or indirect interest, including the transactions, if any, described under the heading “Certain Relationships and Related Party Transactions” in evaluating each director’s independence under the 1940 Act, and the Board determined that no such transaction would impact the ability of any Independent Director to exercise independent judgment or impair his or her independence.

Our Board performs its risk oversight function primarily through (1) its two standing committees, which report to the entire Board and which are comprised solely of Independent Directors, and (2) active monitoring by our chief compliance officer and our compliance policies and procedures.

As described in more detail under “Committees of the Board of Directors,” the Audit Committee and the Nominating and Corporate Governance Committee assist the Board of Directors in fulfilling its risk oversight responsibilities.

The Audit Committee of the Board (which consists of all the Independent Directors) is responsible for establishing guidelines and making recommendations to the Board regarding the valuation of our loans and investments, approving our independent accountants, reviewing with our independent accountants the plans and results of the audit engagement, approving professional services provided by our independent accountants, reviewing the independence of our independent accountants and reviewing the adequacy of our internal accounting controls. The Audit Committee’s risk oversight responsibilities also include reviewing, no less than annually, the reimbursement by us to TriplePoint Administrator LLC (the “Administrator”), our administrator and a subsidiary of our Adviser, of our allocable portion of the Administrator's overhead resulting from its obligations under the Administration Agreement (the “Administration Agreement”) between us and the Administrator, including rent and the allocable portion of the cost of our chief compliance officer and chief financial officer and their respective staffs. The Nominating and Corporate Governance Committee is responsible for selecting, researching and nominating directors for election by our stockholders, developing and recommending to the Board a set of corporate governance principles and overseeing the evaluation of the Board and our management. Stockholders should note, however, that the Board’s oversight function cannot eliminate all risks or ensure that particular events do not adversely affect the value of investments.

Oversight of the Company’s investment activities extends to oversight of the risk management processes employed by our Adviser as part of its day-to-day management of our investment activities. The Board reviews risk management processes at both regular and special board meetings throughout the year, consulting with appropriate representatives of our Adviser as necessary and periodically requesting the production of management reports or presentations that include details regarding the risks the firm faces. The goal of the Board’s risk oversight function is to ensure that the risks associated with our investment activities are accurately identified, thoroughly investigated and responsibly addressed.

Our Board also performs its risk oversight responsibilities with the assistance of the chief compliance officer. The Board reviews, on an annual basis, a written report from the chief compliance officer discussing the adequacy and effectiveness of the compliance policies and procedures of the Company and its service providers. The chief compliance officer’s annual report addresses, at a minimum, (a) the operation of the Company’s compliance policies and procedures and those of its service providers since the last report; (b) any material changes to such policies and procedures since the last report; (c) any recommendations for material changes to such policies and procedures as a result of the chief compliance officer’s annual review; and (d) any compliance matter that has occurred since the date of the last report about which the Board would reasonably need to know to oversee the Company’s compliance activities and risks. In addition, the chief compliance officer meets separately in executive session with the Independent Directors at least once each year.

We believe that our Board’s role in risk oversight is effective and appropriate given the extensive regulation to which we are already subject under the 1940 Act as a BDC. As a BDC, we are required to comply with certain regulatory requirements that control the levels of risk in our business and operations. For example, our ability to incur indebtedness is limited such that our asset coverage must equal at least 150% immediately after each time we incur indebtedness, we generally are not permitted to acquire any “non-qualifying asset” for purposes of Section 55 of the 1940 Act unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets, and we are generally not permitted to co-invest with affiliates and/or investment funds, accounts and vehicles managed by affiliates, unless in accordance with the terms of the exemptive order granted by the SEC to TPC and certain of its affiliates on March 28, 2018 (the “Exemptive Order”) and subject to certain exceptions.

We recognize that different board roles in risk oversight are appropriate for companies in different situations. We intend to re-examine the manners in which the boardBoard administers its oversight function on an ongoing basis to ensure that they continue to meet the Company’s needs.

Our Board monitors and performs an oversight role with respect to the business and affairs of TPVC, including with respect to investment practices and performance, compliance with regulatory requirements and the services, expenses and performance of service providers to TPVC. Among other things, our Board approves the appointment of our investment adviser and officers, reviews and monitors the services and activities performed by our investment adviser and executive officers and approves the engagement of, and reviews the performance of, our independent public accounting firm.

The 1940 Act requires that at least a majority of the Company’s directors not be “interested persons” (as defined in the 1940 Act) of the Company. Currently, three of the Company’s five directors are Independent Directors (and are not “interested persons”). However, James P. Labe, ChiefCo-Chief Executive Officer of TPC, and therefore an interested person of the Company, serves as Chairman of the Board. The Board believes that it is in the best interests of stockholders for Mr. Labe to lead the Board because of his broad experience with the day-to-day management and operations of other companies and his significant background in venture capital lending and venture leasing, as described above. The Board does not have a lead independent director. The Board believes that its leadership structure is appropriate in light of the characteristics and circumstances of the Company because the structure allocates areas of responsibility among the individual directors and the committees in a manner that enhances effective oversight. The Board also believes that its relatively small size creates a highly efficient governance structure that provides ample opportunity for direct communication and interaction between our Adviser and the Board.

We are aware of the potential conflicts that may arise when a non-Independent Director is chairman of the board, but believe these potential conflicts are offset by our strong corporate governance policies. Our corporate governance policies include regular meetings of the Independent Directors in executive session without the presence of interested directors and management, the establishment of two standing committees comprised solely of Independent Directors and the appointment of a chief compliance officer, with whom the Independent Directors meet regularly without the presence of Interested Directors and other members of management, for administering our compliance policies and procedures.

For the year ended December 31, 2021,2022, our Board held fourfive Board meetings. All directors attended at least 75% of the aggregate number of meetings of the Board and of the respective committees on which they served that were held while they were members of the Board during the year ended December 31, 2021.2022. The Board’s standing committees are set forth below. We require each director to make a diligent effort to attend all Board and committee meetings and encourage directors to attend the Company’s annual meetings of stockholders. All of the directors attended the Company’s 20212022 annual meeting of stockholders.

Nominating and Corporate Governance Committee

The members of our Nominating and Corporate Governance Committee are Gilbert E. Ahye, Stephen A. Cassani Gilbert E. Ahye and Cynthia M. Fornelli. Mr. Ahye serves as Chairman of our Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee is responsible for identifying, selecting and nominating directors for election by our stockholders, selecting nominees to fill vacancies on our Board or a committee of our Board, developing and recommending to our Board a set of corporate governance principles and overseeing the evaluation of our Board and our management. For the year ended December 31, 2021,2022, our Nominating and Corporate Governance Committee met three times.

The Nominating and Corporate Governance Committee considers stockholder proposals for possible nominees for election as directors when such proposals are submitted in accordance with the notice, information and other provisions contained in our Bylaws and any other applicable law, rule or regulation regarding director nominations. When submitting a nomination to the Company for consideration, a stockholder must provide certain information that would be required under applicable SEC rules, including, among other information set forth in our Bylaws, all information relating to the proposed nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the proposed nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act. See “Submission of Stockholders Proposals” in this Proxy Statement and the relevant provisions of the Bylaws for other requirements regarding submission of stockholder proposals.

Criteria considered by the Nominating and Corporate Governance Committee in evaluating the qualifications of individuals for election as members of the Board include compliance with the independence and other applicable requirements of the 1940 Act and the SEC, and all other applicable laws, rules, regulations and listing standards; the criteria, policies and principles set forth in the Nominating and Corporate Governance Committee Charter and the ability to contribute to the effective management of the Company, taking into account the needs of the Company and such factors as the individual’s experience, perspective, skills and knowledge of the industry in which the Company operates. The Nominating and Corporate Governance Committee also may consider such other factors as it may deem are in the best interests of the Company and its stockholders.

The Independent Directors serving on the Board typically meet in executive sessions at the conclusion of each regularly scheduled meeting of the Board, and additionally as needed, without the presence of any persons who serve as part of the Company’s management. These executive sessions of the Board are presided over by one of the Independent Directors serving on the Board selected on an ad-hoc basis.

Stockholders and other interested parties with questions about the Company are encouraged to contact the Company’s Investor Relations Department at 2755 Sand Hill Road, Suite 150, Menlo Park, California 94025. However, if stockholders or other interested parties believe that their questions have not been addressed, they may communicate with the Company’s Board, a committee of the Company’s Board, or the Company’s Independent Directors as a group or individually by sending their communications to the applicable addressee, c/o TriplePoint Private Venture Credit Inc., 2755 Sand Hill Road, Suite 150, Menlo Park, California 94025. Any such communications may be made anonymously. Unsolicited advertisements, invitations to conferences or promotional materials, in the discretion of the Secretary, are not required, however, to be forwarded to the directors. Any communications should indicate clearly the director or directors to whom the communication is being sent so that each communication, other than unsolicited commercial solicitations, may be forwarded directly to the appropriate director(s).

Information about Certain Officers Who Are Not Directors

Each officer holds his office until his successor is chosen and qualified, or until his earlier resignation or removal.

As required by the 1940 Act and the Investment Advisers Act of 1940, as amended, we and our Adviser have adopted a Joint Code of Ethics that establishes procedures that apply to our directors, executive officers, officers, their respective staffs and the employees of our Adviser with respect to their personal investments and investment transactions. The Joint Code of Ethics generally does not permit investments by our directors, officers or any other covered person in securities that may be purchased or are held by us.

In addition, under the Company and the Adviser’s Insider Trading Policies and Procedures (the “Insider Trading Policy”), no partner, officer, director or employee of the Adviser, which includes the Company’s officers, together with their immediate family members, may engage in any transaction involving the Company’s securities (including any stock plan transaction, gift, loan or pledge or hedge, contribution to a trust, or any other transfer) without first obtaining pre-clearance of the transaction from the Company’s Chief Compliance Officer. The Company’s directors must also receive pre-clearance approval before trading in the Company’s securities, pursuant to the Joint Code of Ethics. Moreover, officers and directors of the Company and employees of the Adviser are prohibited from engaging in hedging transactions with respect to the Company’s securities, including through the use of financial instruments such as prepaid variable forward contracts, equity swaps, collars and exchange funds.

We have obtained directors’ and officers’ liability insurance on behalf of our directors and officers.

None of our officers receives direct compensation from us. However, Mr. Labe and Mr. Srivastava, through their indirect financial interests in our Adviser, have an indirect pecuniary interest in the investment advisory fees paid by us under the Investment Advisory Agreement (the “Advisory Agreement”) between us and the Adviser. In addition, the Company is responsible for expenses incurred by the Administrator in connection with administering the Company’s business, including making payments to the Administrator based upon the Company’s allocable portion of the Administrator’s overhead and other expenses associated with performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and the allocable portion of the costs of compensation and related expenses of the Company’s Chief Compliance Officer and Chief Financial Officer and their respective administrative support staffs.

We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements are intended to provide our directors and executive officers the maximum indemnification permitted under Maryland law and the 1940 Act. Each indemnification agreement provides that we shall indemnify the director or executive officer who is a party to the agreement, or an “Indemnitee,” including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Maryland law and the 1940 Act.

Policies and Procedures for Managing Conflicts; Co-investment Opportunities

Certain members of our Adviser’s senior investment team and its Investment Committee serve, or may serve, as officers, directors, members or principals of entities that operate in the same or a related line of business as we do, or of investment vehicles managed by the Adviser or any of its affiliates with similar investment objectives. Similarly, TPC or the Adviser has and may have other clients with similar, different or competing investment objectives.

We co-invest from time to time and intend to continue making co-investments, with TPC and/or investment funds, accounts and vehicles managed by TPC or its affiliates, including TPVG, where doing so is consistent with our investment strategy as well as applicable law and SEC staff interpretations. We generally are only permitted to co-invest with TPC and/or such investment funds, accounts and vehicles where the only term that is negotiated is price. However, on March 28, 2018 TPC and our Adviser received the Exemptive Order from the SEC, which permits greater flexibility to negotiate the terms of co-investments with TPC and/or investment funds, accounts and investment vehicles managed by TPC or its affiliates, including TPVG, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to the Exemptive Order, we are permitted to co-invest with our affiliates if, among other things, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of our stockholders and is consistent with our then-current investment objective and strategies.

We have entered into the Advisory Agreement with our Adviser pursuant to which we pay the Adviser a base management fee and incentive fee in exchange for the Adviser’s services sourcing, reviewing and structuring investment opportunities for us, underwriting and performing diligence on our investments and monitoring our investment portfolio on an ongoing basis. The Board, including all of our Independent Directors, initially approved the Advisory Agreement in April 2020, and it became effective as of May 27, 2020. Our Board most recently determined to re-approve the Advisory Agreement at a meeting held on April 28, 2022. Mr. Labe and Mr. Srivastava, through their indirect financial interests in our Adviser, have an indirect pecuniary interest in the investment advisory fees paid by us under the Advisory Agreement. Additionally, we rely on investment professionals from the Adviser to assist our Board with the valuation of our portfolio investments. TheWhile our valuation policy has procedures in place to mitigate any potential conflict, the Adviser’s incentive fee is based on the value of our investments and there may be a conflict of interest when personnel of the Adviser are involved in the valuation process of our portfolio investments. For the fiscal year ended December 31, 2021,2022, the Adviser earned a base management fee of $2.3$5.6 million and an incentive fee of $3.8$6.1 million.

Our Adviser is located at 2755 Sand Hill Road, Suite 150, Menlo Park, California 94025.

Administration Agreement

Pursuant to the Administration Agreement, the Administrator furnishes us with office facilities and equipment and provides clerical, bookkeeping, recordkeeping and other administrative services at such facilities. The Administration Agreement was initially approved by the Board, including all of our Independent Directors in April 2020. Our Board most recently determined to re-approve the Administration Agreement at a meeting held on April 28, 2022. Under the Administration Agreement, our Administrator performs, or oversees, or arranges for, the performance of, our required administrative services, which includes being responsible for the financial and other records that we are required to maintain and preparing reports to our stockholders and reports and other materials filed with the SEC or any other regulatory authority. In addition, our Administrator assists us in determining and publishing our net asset value, oversees the preparation and filing of our tax returns and the printing and dissemination of reports and other materials to our stockholders, and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. Under the Administration Agreement, our Administrator also provides significant managerial assistance on our behalf to those companies that have accepted our offer to provide such assistance. In full consideration of the provision of the services of our Administrator, we reimburse our Administrator for the costs and expenses incurred by our Administrator in performing its obligations and providing personnel and facilities under the Administration Agreement. Payments under the Administration Agreement are equal to an amount equal to our allocable portion (subject to the review of our Board) of our Administrator’s overhead, including rent and the allocable portion of the cost of our chief compliance officer and chief financial officer and their respective staffs.

The Adviser is the sole member of and controls the Administrator. For the fiscal year ended December 31, 2021,2022, the Company reimbursed the Administrator $1.4$1.7 million for the services described above.

Our Administrator is located at 2755 Sand Hill Road, Suite 150, Menlo Park, California 94025.

Staffing Agreement

The Adviser is an affiliate of TPC, with whom it has entered into a staffing agreement (the “Staffing Agreement”). Pursuant to the Staffing Agreement, TPC has made and will continue to make, subject to the terms of the Staffing Agreement, its investment and portfolio management and monitoring teams available to our Adviser. We believe that the Staffing Agreement (i) provides us with access to deal flow generated by TPC in the ordinary course of its business; (ii) provides us with access to TPC’s investment professionals, including its senior investment team led by Mr. Labe and Mr. Srivastava, and TPC’s non-investment employees; and (iii) commits certain key senior members of TPC’s Investment Committee to serve as members of our Adviser’s Investment Committee. Our Adviser is responsible for determining if we will participate in deal flow generated by TPC. Our Adviser takes advantage of the significant deal origination channels, rigorous due diligence process, disciplined underwriting methods, creative investment structuring and comprehensive portfolio management and investment monitoring capabilities of TPC’s senior investment team. The Staffing Agreement may be terminated by either party with 60 days’ prior written notice.

License Agreement

We have also entered into a license agreement (the “License Agreement”) with TPC under which TPC has granted us a non-exclusive, royalty-free license to use the name “TriplePoint” and the TriplePoint logo. Under the License Agreement, we have a right to use the “TriplePoint” name for so long as our Adviser or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we have no legal right to the “TriplePoint” name.

The Audit Committee, comprised of all of Independent Directors has selected Deloitte to serve as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2022.2023. This selection is presented for ratification by the stockholders. It is expected that a representative of Deloitte will be present at the Annual Meeting and will have an opportunity to make a statement if he or she chooses and will be available to answer questions. The Company does not know of any direct or indirect financial interest of Deloitte in the Company.

The following aggregate fees by Deloitte, the Company’s independent registered accounting firm for the fiscal years ended December 31, 20212022 and 2020,2021, were billed to the Company for work attributable to audit, tax and other services provided to the Company for such fiscal year.years.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and reviews of our interim financial statements and services that are normally provided by Deloitte in connection with statutory and regulatory filings. Of the audit fees billed for the years ended December 31, 2021 and 2020, $0 related to registration statement and prospectus filings.

Audit-related services consist ofwould include fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

Tax fees consist of fees billed for professional services for tax compliance and filings. These services include assistance regarding federal, state, and local tax compliance and filings.

The Audit Committee has established a pre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by Deloitte, the Company’s independent auditor. The policy requires that the Audit Committee pre-approve the audit and permissible non-audit services performed by the independent auditor in order to assure that the provision of such service does not impair the auditor’s independence. Although there were no other fees incurred in the fiscal yearyears ended December 31, 20212022 and 2020,2021, if any of these would have been incurred, they would have been approved by the Audit Committee.

Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent auditor to management.

The following is the report of the Audit Committee with respect to the Company’s audited financial statements for the year ended December 31, 2021.2022.

Audit Firm Selection/Ratification

At least annually, the Audit Committee reviews the Company’s independent registered public accounting firm to decide whether to retain such firm on behalf of the Company. Deloitte & Touche LLP (“Deloitte”) has been the Company’s independent registered public accounting firm since the Company’s inception.

When conducting its latest review of Deloitte, the Audit Committee actively engaged with Deloitte’s engagement partner and considered, among other factors:

The Audit Committee has reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 20212022 with management and Deloitte, with and without management present. The Audit Committee included in its review results of Deloitte’s examinations, the Company’s internal controls and the quality of the Company’s financial reporting. The Audit Committee also reviewed the Company’s procedures and internal control processes designed to ensure full, fair and adequate financial reporting and disclosures, including procedures for certifications by the Company’s chief executive officer and chief financial officer that are required in periodic reports filed by the Company with the SEC. The Audit Committee is satisfied that the Company’s internal control system is adequate and that the Company employs appropriate accounting and auditing procedures.

The Audit Committee also has discussed with Deloitte the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. In addition, the Audit Committee has discussed with Deloitte its independence from management and the Company, as well as the matters in the written disclosures received from Deloitte as required by the applicable requirements of the PCAOB. The Audit Committee received a letter from Deloitte confirming its independence and discussed it with them. The Audit Committee reviewed and approved the amount of audit fees paid to Deloitte for the fiscal year ended December 31, 2021.2022. The Audit Committee discussed and reviewed with Deloitte the Company’s critical accounting policies and practices, internal controls, other material written communications to management, and the scope of Deloitte’s audits and all fees paid to Deloitte during the fiscal year. The Audit Committee has adopted guidelines requiring review and pre-approval by the Audit Committee of audit and non-audit services performed by Deloitte for the Company. The Audit Committee has reviewed and considered the compatibility of Deloitte’s performance of non-audit services with the maintenance of Deloitte’s independence as the Company’s independent registered public accounting firm.

Based on the Audit Committee’s review and discussions referred to above, the Audit Committee recommended to the Board (and the Board has approved) that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20212022 for filing with the SEC.

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies.

Brokers may be householding our proxy materials by delivering a single proxy statement and annual report to multiple stockholders sharing an address, unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If you did not respond that you did not want to participate in householding, you were deemed to have consented to the process. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, or if you are receiving multiple copies of the proxy statement and annual report and wish to receive only one, please notify your broker if your shares are held in a brokerage account or us if you are a stockholder of record.

You can notify us by calling (650) 854-2090 or by writing to us at TriplePoint Private Venture Credit Inc., Attention: Corporate Secretary, 2755 Sand Hill Road, Suite 150, Menlo Park, California 94025. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the 20212022 Annual Report and this Proxy Statement to a stockholder at a shared address to which a single copy of the documents was delivered.

We currently expect that the 20232024 Annual Meeting of Stockholders (the “2023“2024 Annual Meeting”) will be held in April 2023,2024, but the exact date, time and location of such meeting have yet to be determined. Any stockholder who wishes to have a qualified proposal considered for inclusion in our proxy statement for the 20232024 Annual Meeting, pursuant to Rule 14a-8 promulgated under the Exchange Act (“Rule 14a-8”), must ensure that notice of such proposal is received at our principal executive office no later than November 10, 2022,2023, and that such proposal complies with all applicable requirements of Rule 14a-8.

In addition, any stockholder who intends to propose a nominee to the Board or propose any other business to be considered by the stockholders at the 20232024 Annual Meeting (other than a stockholder proposal to be included in our proxy materials pursuant to Rule 14a-8) must comply with the advance notice provisions and other requirements of our Bylaws, a copy of which is on file with the SEC, and may be obtained from our Corporate Secretary upon request. Any such proposals must be sent to our Corporate Secretary, c/o TriplePoint Private Venture Credit Inc., 2755 Sand Hill Road, Suite 150, Menlo Park, California 94025.

The advance notice provisions of our Bylaws require that nominations of persons for election to the Board and proposals of other business to be considered by the stockholders at the 20232024 Annual Meeting must be made in writing and submitted to our Corporate Secretary at the address above no earlier than October 11, 20222023 and no later than 5:00 p.m., Eastern Time, on November 10, 20222023 and must otherwise be a proper matter for action by the stockholders. We advise you to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations, including but not limited to the different notice submission date requirements in the event that the date the 20232024 Annual Meeting is before March 29, 202328, 2024 or after May 28, 2023.27, 2024. Any such stockholder proposals must comply with all applicable requirements of our Bylaws, including supporting documentation and other information.

Proxies solicited by the Company will confer discretionary voting authority with respect to any stockholder proposals submitted pursuant to the advance notice provisions of our Bylaws, subject to SEC rules governing the exercise of this authority.

The above procedures and requirements are only a summary of the provisions in our Bylaws regarding stockholder nominations of directors and proposals of business to be considered by the stockholders. Please refer to our Bylaws for more information on stockholder proposal requirements. The Company reserves the right to reject, rule out of order, or to take other appropriate action with respect to any proposal that does not comply with the advance notice provisions and informational requirements of our Bylaws and other applicable requirements.

Any matter intended for the Board, or for any individual member of the Board, should be directed to our Corporate Secretary at 2755 Sand Hill Road, Suite 150, Menlo Park, CA 94025, with a request to forward the communication to the intended recipient. In general, any stockholder communication delivered to the Company for forwarding to Board members will be forwarded in accordance with the stockholder’s instructions. However, the Company reserves the right not to forward to Board members any abusive, threatening, or otherwise inappropriate materials.

The Audit Committee has established guidelines and procedures regarding the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters (collectively, “Accounting Matters”). Persons with complaints or concerns regarding Accounting Matters may submit their complaints to the Company’s Chief Compliance Officer. Persons who are uncomfortable submitting complaints to the Chief Compliance Officer, including complaints involving the Chief Compliance Officer, may submit complaints directly to the Audit Committee. Complaints may be submitted on an anonymous basis.

The Chief Compliance Officer may be contacted at:

The Audit Committee Members may be contacted at:

We are committed to maintaining the privacy of our stockholders and to safeguarding their nonpublic personal information. The following informationThis Privacy Notice (“Notice”) is provided to help you understand what personal information we collect, how we use that personal information, how we protect that personal information and why, in certain cases, we may share such personal information with select other parties. This Notice also applies to our former stockholders.

We restrict access to nonpublic personal information about our stockholders to those employees of our Adviser and its affiliates with a legitimate business need forto know the information.information in order to provide our products or services. We maintain physical, electronic and procedural safeguards designed to protect the nonpublic personal information of our stockholders.stockholders and we will only retain personal information until the initial purpose for which it was collected has been satisfied.