WARBURG PINCUS LLC 4
4 · BANC OF CALIFORNIA, INC. · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Banc of California (BANC) — Warburg Pincus Director Sells 11.85M Shares
What Happened
Warburg Pincus LLC (reported as a director-by-deputization) sold a total of 11,850,000 shares of Banc of California common stock (or NVCE convertible shares) on Feb 2, 2026. The transactions were: 7,557,936 shares at $20.00 ($151,158,720), 3,292,064 shares at $20.00 ($65,841,280), and 1,000,000 shares at $20.00 ($20,000,000), for combined proceeds of $237,000,000. Most shares were sold pursuant to Rule 144 (open-market type sales of NVCE stock); one tranche (1,000,000 shares) was a private sale to the issuer.
Key Details
- Transaction date: Feb 2, 2026; reported on Form 4 filed Feb 4, 2026 (appears timely within 2 business days).
- Price: $20.00 per share for all tranches. Total proceeds: $237,000,000.
- Shares sold: 7,557,936 (Rule 144), 3,292,064 (Rule 144), 1,000,000 (private sale to issuer).
- Shares owned after transaction: Not specified in the filing.
- Notable footnotes: Sales described as NVCE stock sales that convert into Issuer common stock upon certain transfers (F2); most sales pursuant to Rule 144 (F1, F3); one private sale to the issuer (F9). Extensive footnotes (F4–F8) describe the Warburg Pincus fund structure and disclaimers of beneficial ownership/pecuniary-interest limits.
- Transaction code: S = Sale.
Context
These are institutional/fund sales by Warburg Pincus entities (not a routine single-executive purchase). Sales under Rule 144 and a private resale can reflect portfolio liquidity or rebalancing; they are factual dispositions and do not by themselves indicate the board’s or management’s view of the company’s prospects. The filing notes Warburg Pincus may have the contractual right to designate a director (Todd Schell has served as a director since Nov 30, 2023), and the Reporting Persons disclaim beneficial ownership except to the extent of pecuniary interest.
Insider Transaction Report
Form 4
WARBURG PINCUS LLC
Director
Transactions
- Sale
Voting Common Stock, par value $0.01/share
[F1][F4][F5][F6][F7][F8]2026-02-02$20.00/sh−7,557,936$151,158,720→ 6,890,244 total(indirect: See footnotes) - Sale
Non-Voting Common Equivalent Stock, par value $0.01/share
[F2][F3][F4][F5][F6][F7][F8]2026-02-02$20.00/sh−3,292,064$65,841,280→ 1,000,000 total(indirect: See footnotes) - Sale
NVCE Stock
[F9][F4][F5][F6][F7][F8]2026-02-02$20.00/sh−1,000,000$20,000,000→ 0 total(indirect: See footnotes)
Footnotes (9)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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)
- [F5](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)
- [F6](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)
- [F7](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)
- [F8](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.
- [F9]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.
Signature
See Exhibit 99.1.|2026-02-04