Warburg Pincus Access Fund, L.P. 8-K

What Happened

• On February 2, 2026, Warburg Pincus Access Fund, L.P. filed an 8-K reporting several material actions: it entered into an Expense Limitation and Reimbursement Agreement and an Investment Management Agreement with Warburg Pincus LLC; it sold unregistered limited partnership units for aggregate proceeds of $286,201,640; it closed on secondary purchases forming a seed portfolio of about $213 million; and it amended and restated its Agreement of Limited Partnership (LPA).

Key Details

• Unit sale (closed Feb 2, 2026): total proceeds $286,201,640 at $25.00 per Unit.
  • Class A-1: 10,803,520 units — $270,088,000
  • Class A-2: 480,000 units — $12,000,000
  • Class A-3: 118,546 units — $2,963,640
  • Class E: 46,000 units — $1,150,000
• Offer was a continuous private offering exempt from registration under Section 4(a)(2)/Reg D; units were sold to third-party investors and Independent Directors (including via a feeder vehicle, Warburg Pincus Access Fund (TE), L.P.).
• WP ACE (the Fund together with a related non‑U.S. vehicle managed by Warburg Pincus) reported combined sales of approximately $443,984,905 as part of their private offerings.
• Seed portfolio acquisition: ~ $213 million of secondary investments giving the Fund exposure to roughly 200 companies across seven sectors and multiple geographies.
• New agreements (Expense Agreement and Investment Management Agreement) and the Amended and Restated LPA were filed as exhibits to the 8-K and are incorporated by reference to disclosures in the Fund’s Jan 29, 2026 Form 10‑K.

Why It Matters

• The private unit sale materially increases the Fund’s capital base (~$286.2M) and the ~$213M seed acquisition provides immediate, diversified exposure to ~200 companies—helping the Fund deploy capital and establish a portfolio at launch.
• The new management and expense agreements and the amended LPA define how the Fund is managed, fees and reimbursements are handled, and the partnership’s governing terms; investors should review those agreements (filed as exhibits) and the referenced 10‑K disclosures for fee and governance details.
• Because the units were sold in a private offering (Reg D/Section 4(a)(2)), these securities were not registered for public resale; this affects liquidity and resale options for purchasers.