Warburg Pincus (BANC) funds unload Banc of California voting and NVCE stock at $20

Rhea-AI Filing Summary

Banc of California’s major private equity backers reported sizable share sales. On February 2, 2026, WP Clipper GG 14 L.P. and WP Clipper FS II L.P. (the “Purchasers”) sold 7,557,936 shares of voting common stock at $20.00 per share under Rule 144, leaving 6,890,244 shares held indirectly.

The Purchasers also sold 3,292,064 shares of non-voting common equivalent stock at $20.00 per share, with 1,000,000 such shares remaining, and then sold an additional 1,000,000 NVCE shares at $20.00 in a private sale to the issuer. Warburg Pincus–affiliated entities report these holdings through a multi-entity structure and, other than the Purchasers, disclaim beneficial ownership beyond their pecuniary interest.

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

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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
Voting Common Stock, par value $0.01/share	02/02/2026		S		7,557,936	D	$20(1)	6,890,244	I	See footnotes(4)(5)(6)(7)(8)
Non-Voting Common Equivalent Stock, par value $0.01/share(2)	02/02/2026		S		3,292,064	D	$20(3)	1,000,000	I	See footnotes(4)(5)(6)(7)(8)
NVCE Stock	02/02/2026		S		1,000,000(9)	D	$20(9)	0	I	See footnotes(4)(5)(6)(7)(8)

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		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)

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 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 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 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

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)

Explanation of Responses:

1. Reflects the sale of 7,557,936 shares of Common Stock by the Purchasers (as defined in footnote 4) at a price per share of $20.00 pursuant to Rule 144 under the Securities Act of 1933, as amended.

2. 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.

3. Reflects the sale of 3,292,064 shares of NVCE Stock by the Purchasers (as defined in footnote 4) at a price per share of $20.00 pursuant to Rule 144 under the Securities Act of 1933, as amended.

4. 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 5)

5. (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 II Partners (Cayman), L.P., (continued on footnote 6)

6. (continued from footnote 4) a Cayman Islands exempted limited partnership ("WP Financial Sector II Partners" 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 7)

7. (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 8)

8. (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.

9. Reflects the sale of 1,000,000 shares of NVCE Stock by the Purchasers (as defined in footnote 3) at a price per share of $20.00 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.	02/04/2026
	** 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 insider transactions did Warburg Pincus–affiliated funds report in Banc of California (BANC) stock?

Warburg Pincus–affiliated Purchasers sold large blocks of Banc of California stock. They sold 7,557,936 voting common shares and 3,292,064 non-voting common equivalent shares at $20.00 per share, plus 1,000,000 additional NVCE shares at $20.00 in a private sale to the issuer.

At what price were the Banc of California (BANC) shares sold by the Purchasers?

All reported sales occurred at $20.00 per share. The Purchasers sold voting common shares and non-voting common equivalent shares at this price under Rule 144, and also sold 1,000,000 NVCE shares at $20.00 in a private transaction directly with Banc of California.

How many Banc of California (BANC) voting common shares remain held after the reported sales?

After the reported transaction, 6,890,244 voting common shares remained indirectly held. These shares are attributed to the Purchasers within a broader Warburg Pincus–affiliated structure, with various upstream entities reporting only to the extent of their pecuniary interest.

What is NVCE stock in the context of Banc of California (BANC)?

NVCE stock is non-voting common equivalent stock of Banc of California. Each NVCE share automatically converts into one share of common stock, subject to adjustments, when certain sales or transfers occur, aligning its economic exposure with common stock while lacking voting rights until conversion.

Were any Banc of California (BANC) shares sold back to the company itself?

Yes, 1,000,000 NVCE shares were sold in a private transaction to the issuer. This block of non-voting common equivalent stock was transferred by the Purchasers to Banc of California at $20.00 per share, separate from Rule 144 market sales.

Do all Warburg Pincus–related reporting entities claim beneficial ownership of Banc of California (BANC) shares?

No, most reporting entities expressly limit their beneficial ownership. Except for the Purchasers, each Warburg Pincus–affiliated reporting person states the filing is not an admission of beneficial ownership and disclaims such ownership except to the extent of its pecuniary interest in the securities.

How is Warburg Pincus involved in Banc of California (BANC) governance?

Warburg Pincus–affiliated entities may be deemed directors-by-deputization. They have a contractual right to designate a representative to the Banc of California board. Todd Schell, a Managing Director in Warburg Pincus LLC’s Financials Services group, became a director on November 30, 2023.