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BANC OF CALIFORNIA, INC.·4

Feb 17, 5:43 PM ET

WARBURG PINCUS LLC 4

4 · BANC OF CALIFORNIA, INC. · Filed Feb 17, 2026

Research Summary

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Updated

Banc of California (BANC) Director Warburg Pincus Sells 4.25M Shares

What Happened Warburg Pincus LLC (reported as a director-by-deputization) sold 4,250,000 shares of Banc of California (BANC) common stock on February 13, 2026. The shares were sold at $20.10 per share for a total proceeds of $85,425,000. The sale was reported as an open-market/Rule 144 transaction (transaction code: S).

Key Details

  • Transaction date and price: 2/13/2026 — 4,250,000 shares at $20.10 each.
  • Total value: $85,425,000.
  • Method/footnote: Sale pursuant to Rule 144 under the Securities Act (see Footnote F1).
  • Post-sale holdings: Not specified in this Form 4 filing.
  • Ownership structure: Sale made by Warburg Pincus-affiliated funds (see Footnotes F2–F6) — complex fund structure and reporting-person disclaimers apply; the filing clarifies these are fund entities and includes a note that Warburg Pincus may designate a board representative (see Remarks regarding Todd Schell).
  • Timeliness: Filed 2/17/2026 for a 2/13/2026 transaction; filing appears timely under the 2-business-day Form 4 rule.

Context This was an institutional/fund sale under Rule 144 rather than a personal sale by an individual executive. Such transactions commonly reflect liquidity by investment funds and do not, by themselves, indicate management sentiment about the company. As always, retail investors should consider insider trades alongside fundamentals and other disclosures.

Insider Transaction Report

Form 4
Period: 2026-02-13
BANC OF CALIFORNIA, INC.BANC
WARBURG PINCUS LLC
Director
Transactions
  • Sale

    Voting Common Stock, par value $0.01 per share

    [F1][F2][F3][F4][F5][F6]
    2026-02-13$20.10/sh−4,250,000$85,425,000→ 2,640,244 total(indirect: See footnotes)
Footnotes (6)
  • [F1]Reflects the sale of 4,250,000 shares of Common Stock by the Purchasers (as defined in footnote 2) at a price per share of $20.10 pursuant to Rule 144 under the Securities Act of 1933, as amended.
  • [F2]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 3)
  • [F3](continued from footnote 2) (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 4)
  • [F4](continued from footnote 3) 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 5)
  • [F5](continued from footnote 4) 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 6)
  • [F6](continued from footnote 5) 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.
Signature
See Exhibit 99.1.|2026-02-17

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