WARBURG PINCUS LLC 4

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.