[Form 4] Banc of California, Inc. Insider Trading Activity

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

Financial Analyst

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.

Corporate Governance Expert

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WARBURG PINCUS LLC

(Last) (First) (Middle)

C/O WARBURG PINCUS

450 LEXINGTON AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BANC OF CALIFORNIA, INC. [ BANC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Non-Voting Common Equivalent Stock, par value $0.01/share(1)	09/05/2025		S		4,500,000	D	$16.38(2)	4,297,470	I	See footnotes(3)(4)(5)(6)(7)
Non-Voting Common Equivalent Stock, par value $0.01/share	09/08/2025		S		1,150,000	D	$16.38(8)	3,147,470	I	See footnotes(3)(4)(5)(6)(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

WARBURG PINCUS LLC

(Last) (First) (Middle)

C/O WARBURG PINCUS

450 LEXINGTON AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WARBURG PINCUS FINANCIAL SECTOR II PARTNERS (CAYMAN), L.P.

(Last) (First) (Middle)

C/O WARBURG PINCUS

450 LEXINGTON AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WARBURG PINCUS (CAYMAN) GLOBAL GROWTH 14 GP, L.P.

(Last) (First) (Middle)

C/O WARBURG PINCUS

450 LEXINGTON AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WARBURG PINCUS (CAYMAN) GLOBAL GROWTH 14 GP LLC

(Last) (First) (Middle)

C/O WARBURG PINCUS

450 LEXINGTON AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR II GP, L.P.

(Last) (First) (Middle)

C/O WARBURG PINCUS

450 LEXINGTON AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR II GP LLC

(Last) (First) (Middle)

C/O WARBURG PINCUS

450 LEXINGTON AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Warburg Pincus Partners II (Cayman), L.P.

(Last) (First) (Middle)

C/O WARBURG PINCUS

450 LEXINGTON AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Warburg Pincus (Bermuda) Private Equity GP Ltd.

(Last) (First) (Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WARBURG PINCUS FINANCIAL SECTOR II-E (CAYMAN), L.P.

(Last) (First) (Middle)

450 LEXINGTON AVENUE

C/O WARBURG PINCUS

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

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.

2. 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.

3. 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)

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)

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)

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)

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.

8. 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.

Remarks:

Solely for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed a director-by-deputization by virtue of a contractual right to designate a representative to serve on the board of directors of the Issuer. Todd Schell became a director of the Issuer of November 30, 2023. Mr. Schell is a Managing Director in WP LLC's Financials Services group. See Signatures of the Reporting Persons attached as Exhibit 99.1.

	See Exhibit 99.1.	09/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What NVCE transactions did Warburg Pincus report for BANC on Form 4?

The filing reports sales of 4,500,000 NVCE shares on 09/05/2025 at $16.38 per share under Rule 144 and 1,150,000 NVCE shares on 09/08/2025 at $16.38 in a private sale to the issuer.

How did the reported beneficial ownership change after the reported sales?

After the 09/05/2025 sale reported indirect holdings were 4,297,470 shares; after the 09/08/2025 sale reported indirect holdings were 3,147,470 shares.

Which Warburg Pincus entities are listed as reporting persons on the Form 4 for BANC?

The filing lists multiple entities including Warburg Pincus LLC, several Cayman and Bermuda Warburg Pincus fund and GP entities, and specifically names WP Clipper GG 14 L.P. and WP Clipper FS II L.P. as Purchasers.

Did the filing indicate conversion terms for NVCE Stock?

Yes. The filing states each share of NVCE Stock automatically converts into one share of common stock upon certain sales or transfers, subject to adjustments.

Does the filing disclose any director relationship tied to the reporting persons?

Yes. The filing notes a contractual right to designate a board representative and states Todd Schell became a director on November 30, 2023.