Warburg Pincus trims Banc of California (NYSE: BANC) stake to 4.57%

Rhea-AI Filing Summary

Banc of California’s major shareholder group Warburg Pincus has cut its reported stake below 5%. In this Amendment No. 2 to their Schedule 13D, the funds disclose large secondary-market sales of Banc of California common stock on February 2, 2026.

On that date, WP Clipper GG 14 L.P. sold 5,668,452 shares and WP Clipper FS II L.P. sold 1,889,484 shares of common stock. After these transactions, WPGG14 Purchaser directly holds 5,167,683 shares and WPFSII Purchaser directly holds 1,722,561 shares, together representing about 4.57% of the approximately 150,826,368 shares outstanding as of October 28, 2025.

The filing notes that these ownership figures exclude non‑voting common equivalent stock that is not exchangeable within 60 days and remains subject to required regulatory approvals. Because their beneficial ownership has fallen below 5%, the Warburg Pincus reporting group states it has ceased to be a beneficial owner of 5% or more of Banc of California’s common stock.

Insights

Equity ownership and governance analyst

Warburg Pincus funds sold a large block of Banc of California shares, dropping below the 5% reporting threshold.

The disclosure shows Warburg Pincus–affiliated vehicles significantly reduced their Banc of California position on February 2, 2026. WP Clipper GG 14 L.P. sold 5,668,452 shares and WP Clipper FS II L.P. sold 1,889,484 shares of common stock in secondary-market transactions.

After these sales, WPGG14 Purchaser directly holds 5,167,683 shares and WPFSII Purchaser directly holds 1,722,561 shares, together representing about 4.57% of the approximately 150,826,368 shares outstanding as of October 28, 2025. The filing states that, as a result, the reporting group no longer qualifies as a 5% or greater beneficial owner.

The ownership figures exclude Banc of California non‑voting common equivalent stock that cannot be exchanged within 60 days and still requires regulatory approvals. Future company filings may provide additional context on any further changes in Warburg Pincus–related holdings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

BANC OF CALIFORNIA, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

05990K106

(CUSIP Number)

WP Clipper GG 14 L.P.
450 Lexington Avenue,
New York, NY, 10017
(212) 878-0600

WP Clipper FS II L.P.
450 Lexington Avenue,
New York, NY, 10017
(212) 878-0600

c/o Warburg Pincus LLC
450 Lexington Avenue,
New York, NY, 10017
(212) 878-0600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/02/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 05990K106

1

Name of reporting person

WP Clipper GG 14 L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,167,683.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,167,683.00

11

Aggregate amount beneficially owned by each reporting person

5,167,683.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.43 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Consists of 5,167,683 shares of common stock, par value $0.01 per share ("Common Stock") of Banc of California, Inc. (the "Issuer") directly held by WPGG14 Purchaser. Based on approximately 150,826,368 shares of Common Stock issued and outstanding as of October 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission (the "SEC") on November 10, 2025.

SCHEDULE 13D

CUSIP No. 05990K106

1

Name of reporting person

WP Clipper FS II L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,722,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,722,561.00

11

Aggregate amount beneficially owned by each reporting person

1,722,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.14 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Consists of 1,722,561 shares of Common Stock of the Issuer directly held by WPFSII Purchaser. Based on approximately 150,826,368 shares of Common Stock issued and outstanding as of October 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on November 10, 2025.

SCHEDULE 13D

CUSIP No. 05990K106

1

Name of reporting person

Warburg Pincus (Callisto) Global Growth 14 (Cayman), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,452,274.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,452,274.00

11

Aggregate amount beneficially owned by each reporting person

1,452,274.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.96 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Based on approximately 150,826,368 shares of Common Stock issued and outstanding as of October 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on November 10, 2025.

SCHEDULE 13D

CUSIP No. 05990K106

1

Name of reporting person

Warburg Pincus (Europa) Global Growth 14 (Cayman), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 778,925.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 778,925.00

11

Aggregate amount beneficially owned by each reporting person

778,925.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.52 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Based on approximately 150,826,368 shares of Common Stock issued and outstanding as of October 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on November 10, 2025.

SCHEDULE 13D

CUSIP No. 05990K106

1

Name of reporting person

Warburg Pincus Global Growth 14-B (Cayman), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,485,760.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,485,760.00

11

Aggregate amount beneficially owned by each reporting person

1,485,760.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.99 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Based on approximately 150,826,368 shares of Common Stock issued and outstanding as of October 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on November 10, 2025.

SCHEDULE 13D

CUSIP No. 05990K106

1

Name of reporting person

Warburg Pincus Global Growth 14-E (Cayman), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 626,685.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 626,685.00

11

Aggregate amount beneficially owned by each reporting person

626,685.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.42 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Based on approximately 150,826,368 shares of Common Stock issued and outstanding as of October 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on November 10, 2025.

SCHEDULE 13D

CUSIP No. 05990K106

1

Name of reporting person

Warburg Pincus Global Growth 14 Partners (Cayman), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 582,088.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 582,088.00

11

Aggregate amount beneficially owned by each reporting person

582,088.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.39 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Based on approximately 150,826,368 shares of Common Stock issued and outstanding as of October 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on November 10, 2025.

SCHEDULE 13D

CUSIP No. 05990K106

1

Name of reporting person

WP Global Growth 14 Partners (Cayman), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 241,951.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 241,951.00

11

Aggregate amount beneficially owned by each reporting person

241,951.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.16 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Based on approximately 150,826,368 shares of Common Stock issued and outstanding as of October 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on November 10, 2025.

SCHEDULE 13D

CUSIP No. 05990K106

1

Name of reporting person

Warburg Pincus Financial Sector II (Cayman), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,442,042.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,442,042.00

11

Aggregate amount beneficially owned by each reporting person

1,442,042.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.96 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Based on approximately 150,826,368 shares of Common Stock issued and outstanding as of October 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on November 10, 2025.

SCHEDULE 13D

CUSIP No. 05990K106

1

Name of reporting person

Warburg Pincus Financial Sector II-E (Cayman), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 135,789.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 135,789.00

11

Aggregate amount beneficially owned by each reporting person

135,789.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.09 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Based on approximately 150,826,368 shares of Common Stock issued and outstanding as of October 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on November 10, 2025.

SCHEDULE 13D

CUSIP No. 05990K106

1

Name of reporting person

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

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 144,730.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 144,730.00

11

Aggregate amount beneficially owned by each reporting person

144,730.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.10 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Based on approximately 150,826,368 shares of Common Stock issued and outstanding as of October 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on November 10, 2025.

SCHEDULE 13D

CUSIP No. 05990K106

1

Name of reporting person

Warburg Pincus (Cayman) Global Growth 14 GP, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,167,683.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,167,683.00

11

Aggregate amount beneficially owned by each reporting person

5,167,683.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.43 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Based on approximately 150,826,368 shares of Common Stock issued and outstanding as of October 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on November 10, 2025.

SCHEDULE 13D

CUSIP No. 05990K106

1

Name of reporting person

Warburg Pincus (Cayman) Global Growth 14 GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,167,683.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,167,683.00

11

Aggregate amount beneficially owned by each reporting person

5,167,683.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.43 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Based on approximately 150,826,368 shares of Common Stock issued and outstanding as of October 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on November 10, 2025.

SCHEDULE 13D

CUSIP No. 05990K106

1

Name of reporting person

Warburg Pincus (Cayman) Financial Sector II GP, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,722,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,722,561.00

11

Aggregate amount beneficially owned by each reporting person

1,722,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.14 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Based on approximately 150,826,368 shares of Common Stock issued and outstanding as of October 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on November 10, 2025.

SCHEDULE 13D

CUSIP No. 05990K106

1

Name of reporting person

Warburg Pincus (Cayman) Financial Sector II GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,722,561.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,722,561.00

11

Aggregate amount beneficially owned by each reporting person

1,722,561.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.14 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Based on approximately 150,826,368 shares of Common Stock issued and outstanding as of October 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on November 10, 2025.

SCHEDULE 13D

CUSIP No. 05990K106

1

Name of reporting person

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

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,890,244.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,890,244.00

11

Aggregate amount beneficially owned by each reporting person

6,890,244.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.57 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Based on approximately 150,826,368 shares of Common Stock issued and outstanding as of October 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on November 10, 2025.

SCHEDULE 13D

CUSIP No. 05990K106

1

Name of reporting person

Warburg Pincus (Bermuda) Private Equity GP Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,890,244.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,890,244.00

11

Aggregate amount beneficially owned by each reporting person

6,890,244.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.57 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Based on approximately 150,826,368 shares of Common Stock issued and outstanding as of October 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on November 10, 2025.

SCHEDULE 13D

CUSIP No. 05990K106

1

Name of reporting person

Warburg Pincus LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,890,244.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,890,244.00

11

Aggregate amount beneficially owned by each reporting person

6,890,244.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.57 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Based on approximately 150,826,368 shares of Common Stock issued and outstanding as of October 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on November 10, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: BANC OF CALIFORNIA, INC.
(c)	Address of Issuer's Principal Executive Offices: 11611 San Vicente Boulevard, Suite 500, Los Angeles, CALIFORNIA , 90049.
Item 1 Comment: This Amendment No. 2 (this "Amendment No. 2") to the statement of beneficial ownership on Schedule 13D amends and supplements the statement of beneficial ownership on Schedule 13D filed by the Reporting Persons on December 1, 2023, as amended by Amendment No. 1 thereto filed by the Reporting Persons on August 1, 2024 (as so amended, the "Original Schedule 13D," and as further amended by this Amendment No. 2, the "Schedule 13D"). Except as amended in this Amendment No. 2, the Original Schedule 13D remains in full force and effect. Terms defined in the Original Schedule 13D are used in this Amendment No. 2 as so defined in the Original Schedule 13D, unless otherwise defined in this Amendment No. 2. Information in respect of each Reporting Person is given solely by such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Reporting Person. The beneficial ownership reported herein has been rounded to the nearest whole share, as applicable, unless otherwise specified.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended by adding the following at the end thereof: On February 2, 2026, WP Clipper GG 14 L.P. sold 5,668,452 shares of Common Stock of the Issuer in a sale pursuant to Rule 144 under the Securities Act of 1933, as amended. On February 2, 2026, WP Clipper FS II L.P. sold 1,889,484 shares of Common Stock of the Issuer in a sale pursuant to Rule 144 under the Securities Act of 1933, as amended.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and restated as follows: Calculations of the percentage of shares of Common Stock beneficially owned are based on a total of approximately 150,826,368 shares of Common Stock issued and outstanding as of October 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on November 10, 2025. The aggregate number and percentage of the shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this statement and are incorporated herein by reference. As of the date hereof, WPGG14 Purchaser directly holds 5,167,683 shares of Common Stock and WPFSII Purchaser directly holds 1,722,561 shares of Common Stock, collectively representing approximately 4.57% of the outstanding shares of Common Stock. Such amounts do not include shares of Common Stock acquirable upon exchange of non-voting, common equivalent stock of the Issuer (the "NVCE Stock") (including shares of NVCE Stock for which the Warrants (as defined herein) may be exercised) directly held by WPGG14 Purchaser or by WPFSII Purchaser, which are not exchangeable within 60 days and are subject to the receipt of required regulatory approvals, as described in Item 4 hereof. WPGG14 Purchaser is controlled by the WP Global Growth 14 Funds; WPFSII Purchaser is controlled by the WP Financial Sector II Funds; WPGG Cayman 14 GP is the general partner of each of the WP Global Growth 14 Funds; WPGG Cayman 14 GP LLC is the general partner of WPGG Cayman 14 GP; WPFS Cayman II GP is the general partner of each of the WP Financial Sector II Funds; WPFS Cayman II GP LLC is the general partner of WPFS Cayman II GP; WPP II Cayman is the managing member of WPGG Cayman 14 GP LLC and WPFS Cayman II GP LLC; WP Bermuda GP is the general partner of WPP II Cayman; and WP LLC is the manager of the WP Global Growth 14 Funds and WP Financial Sector II Funds. Investment and voting decisions with respect to the shares of Common Stock held by the Reporting Persons are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the shares of Common Stock held by the Reporting Persons. Neither the filing of this statement nor any of its contents shall be deemed to constitute an admission that any Warburg Pincus Reporting Person (except for WP Clipper GG 14 L.P., the WP Global Growth 14 Funds, WP Clipper FS II L.P. and WP Financial Sector II Funds to the extent set forth herein) is the beneficial owner of the shares of Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Common Stock.
(b)	The information set forth in Item 5(a) of this Amendment No. 2 is incorporated by reference into this Item 5(b).
(c)	Item 5(c) of the Schedule 13D is hereby amended and restated as follows: Except as set forth in this Amendment No. 2, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule A attached to the Original Schedule 13D, has effected any transaction in shares of Common Stock in the past 60 days.
(e)	Item 5(e) of the Schedule 13D is hereby amended and restated as follows: As a result of the transactions reported herein, the Reporting Persons ceased to be the beneficial owners of 5% or more of the Issuer's shares of Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

WP Clipper GG 14 L.P.

Signature:	/s/ Shari Tepper
Name/Title:	Shari Tepper / Authorized Signatory
Date:	02/04/2026

WP Clipper FS II L.P.

Signature:	/s/ Shari Tepper
Name/Title:	Shari Tepper / Authorized Signatory
Date:	02/04/2026

Warburg Pincus (Callisto) Global Growth 14 (Cayman), L.P.

Signature:	/s/ Shari Tepper
Name/Title:	Shari Tepper / Authorized Signatory
Date:	02/04/2026

Warburg Pincus (Europa) Global Growth 14 (Cayman), L.P.

Signature:	/s/ Shari Tepper
Name/Title:	Shari Tepper / Authorized Signatory
Date:	02/04/2026

Warburg Pincus Global Growth 14-B (Cayman), L.P.

Signature:	/s/ Shari Tepper
Name/Title:	Shari Tepper / Authorized Signatory
Date:	02/04/2026

Warburg Pincus Global Growth 14-E (Cayman), L.P.

Signature:	/s/ Shari Tepper
Name/Title:	Shari Tepper / Authorized Signatory
Date:	02/04/2026

Warburg Pincus Global Growth 14 Partners (Cayman), L.P.

Signature:	/s/ Shari Tepper
Name/Title:	Shari Tepper / Authorized Signatory
Date:	02/04/2026

WP Global Growth 14 Partners (Cayman), L.P.

Signature:	/s/ Shari Tepper
Name/Title:	Shari Tepper / Authorized Signatory
Date:	02/04/2026

Warburg Pincus Financial Sector II (Cayman), L.P.

Signature:	/s/ Shari Tepper
Name/Title:	Shari Tepper / Authorized Signatory
Date:	02/04/2026

Warburg Pincus Financial Sector II-E (Cayman), L.P.

Signature:	/s/ Shari Tepper
Name/Title:	Shari Tepper / Authorized Signatory
Date:	02/04/2026

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

Signature:	/s/ Shari Tepper
Name/Title:	Shari Tepper / Authorized Signatory
Date:	02/04/2026

Warburg Pincus (Cayman) Global Growth 14 GP, L.P.

Signature:	/s/ Shari Tepper
Name/Title:	Shari Tepper / Authorized Signatory
Date:	02/04/2026

Warburg Pincus (Cayman) Global Growth 14 GP LLC

Signature:	/s/ Shari Tepper
Name/Title:	Shari Tepper / Authorized Signatory
Date:	02/04/2026

Warburg Pincus (Cayman) Financial Sector II GP, L.P.

Signature:	/s/ Shari Tepper
Name/Title:	Shari Tepper / Authorized Signatory
Date:	02/04/2026

Warburg Pincus (Cayman) Financial Sector II GP LLC

Signature:	/s/ Shari Tepper
Name/Title:	Shari Tepper / Authorized Signatory
Date:	02/04/2026

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

Signature:	/s/ Shari Tepper
Name/Title:	Shari Tepper / Authorized Signatory
Date:	02/04/2026

Warburg Pincus (Bermuda) Private Equity GP Ltd.

Signature:	/s/ Shari Tepper
Name/Title:	Shari Tepper / Authorized Signatory
Date:	02/04/2026

Warburg Pincus LLC

Signature:	/s/ Shari Tepper
Name/Title:	Shari Tepper / Authorized Signatory
Date:	02/04/2026

Comments accompanying signature:

WARBURG PINCUS (CALLISTO) GLOBAL GROWTH 14 (CAYMAN), L.P. By: Warburg Pincus (Cayman) Global Growth 14, GP, L.P., its general partner By: Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner WARBURG PINCUS (EUROPA) GLOBAL GROWTH 14 (CAYMAN), L.P. By: Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner By: Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner WARBURG PINCUS GLOBAL GROWTH 14-B (CAYMAN), L.P. By: Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner By: Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner WARBURG PINCUS GLOBAL GROWTH 14-E (CAYMAN), L.P. By: Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner By: Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner WARBURG PINCUS GLOBAL GROWTH 14 PARTNERS (CAYMAN), L.P. By: Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner By: Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner WP GLOBAL GROWTH 14 PARTNERS (CAYMAN), L.P. By: Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner By: Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner WARBURG PINCUS FINANCIAL SECTOR II (CAYMAN), L.P. By: Warburg Pincus (Cayman) Financial Sector II GP, L.P., its general partner By: Warburg Pincus (Cayman) Financial Sector II GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner WARBURG PINCUS FINANCIAL SECTOR II-E (CAYMAN), L.P. By: Warburg Pincus (Cayman) Financial Sector II GP, L.P., its general partner By: Warburg Pincus (Cayman) Financial Sector II GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner WARBURG PINCUS FINANCIAL SECTOR II PARTNERS (CAYMAN), L.P. By: Warburg Pincus (Cayman) Financial Sector II GP, L.P., its general partner By: Warburg Pincus (Cayman) Financial Sector II GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner WARBURG PINCUS (CAYMAN) GLOBAL GROWTH 14 GP, L.P. By: Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner WARBURG PINCUS (CAYMAN) GLOBAL GROWTH 14 GP LLC By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR II GP, L.P. By: Warburg Pincus (Cayman) Financial Sector II GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR II GP LLC By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner WARBURG PINCUS PARTNERS II (CAYMAN), L.P. By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

FAQ

What does Warburg Pincus’s latest Schedule 13D/A say about its BANC stake?

The amendment shows Warburg Pincus–affiliated funds reduced their Banc of California stake through large share sales on February 2, 2026. After these transactions, they report beneficial ownership of about 4.57% of Banc of California’s common stock, down from a level previously at or above 5%.

How many Banc of California (BANC) shares do Warburg Pincus funds now own?

The filing states WPGG14 Purchaser directly holds 5,167,683 Banc of California common shares and WPFSII Purchaser directly holds 1,722,561 shares. Together, these holdings represent approximately 4.57% of the roughly 150,826,368 Banc of California shares outstanding as of October 28, 2025.

What share sales by Warburg Pincus are disclosed for Banc of California (BANC)?

The amendment reports that on February 2, 2026, WP Clipper GG 14 L.P. sold 5,668,452 Banc of California common shares and WP Clipper FS II L.P. sold 1,889,484 shares. These secondary-market sales substantially reduced the reporting group’s beneficial ownership position in the bank.

Why did Warburg Pincus file Amendment No. 2 to its Banc of California (BANC) Schedule 13D?

Amendment No. 2 updates Warburg Pincus’s reported beneficial ownership in Banc of California following significant share sales on February 2, 2026. It revises Item 4 and Item 5 to show a reduced stake of about 4.57%, reflecting that the group is no longer a 5% or greater beneficial owner.

What is the significance of Warburg Pincus falling below 5% ownership in BANC?

The filing states that, after the disclosed sales, the reporting persons ceased to be beneficial owners of 5% or more of Banc of California common stock. Crossing below this 5% threshold changes their status under U.S. beneficial ownership reporting rules for large shareholders.

Does the Warburg Pincus filing for BANC include non-voting common equivalent stock?

The amendment explains that reported ownership figures exclude Banc of California non‑voting common equivalent stock held by WPGG14 Purchaser and WPFSII Purchaser. These securities, including those underlying warrants, are not exchangeable within 60 days and remain subject to required regulatory approvals.