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) in an open-market/private sale on February 13, 2026. The shares were sold at $20.10 per share for total proceeds of approximately $85,425,000. The sale was made pursuant to Rule 144 under the Securities Act.

Key Details

• Transaction date and price: Feb 13, 2026 — 4,250,000 shares sold at $20.10 each.
• Proceeds: ~ $85,425,000.
• Shares owned after transaction: Not specified in this Form 4 filing.
• Footnotes: Sale was by the “Purchasers” under Rule 144; filing includes detailed ownership/organizational structure for multiple Warburg Pincus entities and disclaimers that many reporting persons disavow beneficial ownership except to the extent of pecuniary interest.
• Filing date vs. transaction date: Form filed Feb 17, 2026; report covers the Feb 13 transaction (filing timeliness not asserted here).

Context

• This was a sale of stock by an institutional holder/affiliate (Warburg Pincus entities). Rule 144 typically covers resale of restricted or control securities; such large institutional sales can reflect portfolio decisions or liquidity needs rather than a company-specific negative signal. Purchases generally carry more weight as bullish signals; sales like this are common and do not, by themselves, indicate management sentiment.