WARBURG PINCUS LLC 4

What Happened

• Warburg Pincus (reported as a director-by-deputization reporting person) sold a total of 11,850,000 shares of Banc of California, Inc. (BANC) on February 2, 2026. The sales were executed in three transactions: 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 gross proceeds of $237,000,000. These were sales (S) — not purchases.

Key Details

• Transaction date: 2026-02-02; reported on Form 4 filed 2026-02-04 (appears filed within the standard two-business-day reporting window).
• Price: $20.00 per share for all three transactions.
• Total shares sold: 11,850,000; total proceeds: $237,000,000.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Notable footnotes:
  • F1 & F3: Two sales (7,557,936 and 3,292,064 shares) were sales of "NVCE Stock" by the Purchasers pursuant to Rule 144 (restricted securities resale).
  • F9: The 1,000,000-share sale was a private sale to the issuer.
  • F2: NVCE shares automatically convert into common shares under certain conditions (1:1 subject to adjustments).
  • F4–F8: The sellers are multiple Warburg Pincus funds and entities; the filing explains the complex fund/GP structure and disclaimers of beneficial ownership except for pecuniary interest.
• Filing timeliness: Reported two days after the transaction date (Feb 4 filing for Feb 2 trades), which is generally within Section 16 reporting deadlines.

Context

• These were institutional/fund sales by Warburg Pincus reporting entities (not an individual executive selling personal holdings). Rule 144 sales typically involve resale of previously restricted securities; a private sale to the issuer was also recorded.
• Sales of this size ($237M) represent a large disposition by the reporting entities, but filings do not explain motives — retail investors should treat this as factual reporting rather than an explicit signal about company fundamentals.