Warburg Pincus entities report 5,650,000 NVCE share sales in Banc of California Form 4
Rhea-AI Filing Summary
Warburg Pincus entities disclosed sales of Non-Voting Common Equivalent (NVCE) stock in Banc of California, Inc. (BANC). On 09/05/2025 the Purchasers sold 4,500,000 shares of NVCE Stock at $16.38 per share under Rule 144, reducing reported indirect holdings to 4,297,470 shares. On 09/08/2025 the Purchasers sold an additional 1,150,000 shares at $16.38 in a private sale to the issuer, reducing reported indirect holdings to 3,147,470 shares.
The filing identifies multiple Warburg Pincus-related reporting persons that collectively hold indirect interests through various Cayman and Bermuda funds and general partner entities. The NVCE Stock converts into one share of common stock upon certain sales or transfers. The filing notes Todd Schell is a director and was designated November 30, 2023.
Positive
- Transactions fully disclosed under Section 16 and the filing documents use of Rule 144 and a private sale to the issuer
- Reporting identifies complex ownership chain and disclaims beneficial ownership except to pecuniary interest, providing transparency on relationships
Negative
- Large aggregate sale of 5,650,000 NVCE shares (4,500,000 on 09/05/2025 and 1,150,000 on 09/08/2025) which reduced reported indirect holdings to 3,147,470 shares
- Sales executed by a group that can designate a board representative, which may affect perceived alignment between ownership and governance
- Filing lacks rationale or use-of-proceeds information for the significant disposals
Insights
TL;DR: Significant block sales by Warburg Pincus funds: ~5.65 million NVCE shares sold at $16.38, disclosed under Section 16.
The filing documents two sales totaling 5,650,000 NVCE shares executed on 09/05/2025 and 09/08/2025 at $16.38 per share. The transactions were carried out by Purchasers identified as WP Clipper GG 14 L.P. and WP Clipper FS II L.P., and reported as indirect holdings across multiple affiliated Warburg Pincus entities. Reported beneficial ownership figures declined to 4,297,470 and then to 3,147,470 following each sale. The use of Rule 144 for the 09/05 sale and a private purchase by the issuer on 09/08 are explicitly stated. These facts are relevant to outstanding share counts and potential voting interest but the filing contains no transaction rationale, proceeds allocation, or impact on issuer financials.
TL;DR: Large, disclosed secondary sales by a 10% holder and director-designating group raise governance and ownership-concentration considerations.
The report clarifies complex indirect ownership through pooled funds and general partner structures and states a contractual right to designate a board representative. The filings explicitly disclaim beneficial ownership except for pecuniary interest. The reduction in reported indirect holdings and the continued ability to designate a director (noted by Todd Schell's board seat) are material governance facts disclosed here. No amendments, related-party transaction terms, or board voting changes are provided in the filing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Non-Voting Common Equivalent Stock, par value $0.01/share | 1,150,000 | $16.38 | $18.84M |
| Sale | Non-Voting Common Equivalent Stock, par value $0.01/share | 4,500,000 | $16.38 | $73.71M |
Footnotes (1)
- Each share of NVCE Stock automatically converts into one share of common stock, par value $0.01 per share, of the Issuer, subject to certain adjustments, upon certain sales or transfers. Reflects the sale of 4,500,000 shares of NVCE Stock by the Purchasers (as defined in footnote 3) at a price per share of $16.38 pursuant to Rule 144 under the Securities Act of 1933, as amended. Reflects securities held directly by (i) WP Clipper GG 14 L.P., a Cayman Islands exempted company with limited liability ("WPGG14 Purchaser") and (ii) WP Clipper FS II L.P., a Cayman Islands exempted company with limited liability ("WPFSII Purchaser" and , together with WPGG14 Purchaser, the "Purchasers"). The equity interests of WPGG14 Purchaser are held by (i) Warburg Pincus (Callisto) Global Growth 14 (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Callisto 14"), (ii) Warburg Pincus (Europa) Global Growth 14 (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Europa 14"), (iii) Warburg Pincus Global Growth 14-B (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Global Growth 14-B"), (iv) Warburg Pincus Global Growth 14-E (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Global Growth 14-E"), (continued on footnote 4) (continued from footnote 3) (v) Warburg Pincus Global Growth 14 Partners (Cayman), L.P., a Cayman Islands exempted limited partnership ("Warburg Pincus Global Growth 14 Partners"), and (vi) WP Global Growth 14 Partners (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Global Growth 14 Partners" and, together with WP Callisto 14, WP Europa 14, WP Global Growth 14-B, WP Global Growth 14-E and Warburg Pincus Global Growth 14 Partners, the "WP Global Growth 14 Funds"). The equity interests of WPFSII Purchaser are held by (i) Warburg Pincus Financial Sector II (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Financial Sector II LP"), (ii) Warburg Pincus Financial Sector II-E (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Financial Sector II-E"), and (iii) Warburg Pincus Financial Sector Partners II (Cayman), L.P., (continued on footnote 5) (continued from footnote 4) a Cayman Islands exempted limited partnership ("WP Financial Sector Partners II" and, together with WP Financial Sector II LP and WP Financial Sector II-E, the "WP Financial Sector II Funds"). Warburg Pincus (Cayman) Global Growth 14 GP, L.P., a Cayman Islands exempted limited partnership ("WPGG Cayman 14 GP"), is the general partner of each of the WP Global Growth 14 Funds. Warburg Pincus (Cayman) Global Growth 14 GP LLC, a Delaware limited liability company ("WPGG Cayman 14 GP LLC"), is the general partner of WPGG Cayman 14 GP. Warburg Pincus (Cayman) Financial Sector II GP, L.P., a Cayman Islands exempted limited partnership ("WPFS Cayman II GP"), is the general partner of each of the WP Financial Sector II Funds. Warburg Pincus (Cayman) Financial Sector II GP LLC, a Delaware limited liability company ("WPFS Cayman II GP LLC"), is the general partner of WPFS Cayman II GP. (continued on footnote 6) (continued from footnote 5) Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership ("WPP II Cayman"), is the managing member of WPGG Cayman 14 GP LLC and WPFS Cayman II GP LLC. Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda exempted company ("WP Bermuda GP"), is the general partner of WPP II Cayman. Warburg Pincus LLC, a New York limited liability company ("WP LLC" and, together with the WP Global Growth 14 Funds, the WP Financial Sector II Funds, WPGG Cayman 14 GP, WPGG Cayman 14 GP LLC, WPFS Cayman II GP, WPFS Cayman II GP LLC, WPP II Cayman and WP Bermuda GP, the "Reporting Persons" and each, a "Reporting Person"), is the manager of the WP Global Growth 14 Funds and WP Financial Sector II Funds. Investment and voting decisions with respect to the securities of the Issuer held by the Reporting Persons are made by a committee comprised of three or more individuals and all members (continued on footnote 7) (continued from footnote 6) of such committee disclaim beneficial ownership of the securities of the Issuer held by the Reporting Persons. Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Reporting Persons, other than the Purchasers, herein states that this filing shall not be deemed an admission that it or he is the beneficial owner of any of the securities of the Issuer covered by this Statement. Each of the Reporting Persons disclaim their beneficial ownership of such securities except to the extent of its pecuniary interest therein. Reflects the sale of 1,150,000 shares of NVCE Stock by the Purchasers (as defined in footnote 3) at a price per share of $16.38 in a private sale to Issuer.
