WARBURG PINCUS LLC 4

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.