Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * WARBURG PINCUS LLC 2. Issuer Name and Ticker or Trading Symbol BANC OF CALIFORNIA, INC. [BANC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WARBURG PINCUS, 450 LEXINGTON AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 09/05/2025 (Street) NEW YORK, NY 10017 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Non-Voting Common Equivalent Stock, par value $0.01/share(1) 09/05/2025 S 4,500,000 D $16.38(2) 4,297,470 I See footnotes(3)(4)(5)(6)(7) Non-Voting Common Equivalent Stock, par value $0.01/share 09/08/2025 S 1,150,000 D $16.38(8) 3,147,470 I See footnotes(3)(4)(5)(6)(7)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WARBURG PINCUS LLC C/O WARBURG PINCUS 450 LEXINGTON AVENUE NEW YORK, NY 10017	X	X
WP CLIPPER GG 14 L.P. C/O WARBURG PINCUS 450 LEXINGTON AVENUE NEW YORK, NY 10017	X
WP CLIPPER FS II L.P. C/O WARBURG PINCUS 450 LEXINGTON AVENUE NEW YORK, NY 10017	X
WARBURG PINCUS (CALLISTO) GLOBAL GROWTH 14 (CAYMAN), L.P. C/O WARBURG PINCUS 450 LEXINGTON AVENUE NEW YORK, NY 10017	X
WARBURG PINCUS (EUROPA) GLOBAL GROWTH 14 (CAYMAN), L.P. C/O WARBURG PINCUS 450 LEXINGTON AVENUE NEW YORK, NY 10017	X
WARBURG PINCUS GLOBAL GROWTH 14-B (CAYMAN), L.P. C/O WARBURG PINCUS 450 LEXINGTON AVENUE NEW YORK, NY 10017	X
WARBURG PINCUS GLOBAL GROWTH 14-E (CAYMAN), L.P. C/O WARBURG PINCUS 450 LEXINGTON AVENUE NEW YORK, NY 10017	X
WARBURG PINCUS GLOBAL GROWTH 14 PARTNERS (CAYMAN), L.P. C/O WARBURG PINCUS 450 LEXINGTON AVENUE NEW YORK, NY 10017	X
WP GLOBAL GROWTH 14 PARTNERS (CAYMAN), L.P. C/O WARBURG PINCUS 450 LEXINGTON AVENUE NEW YORK, NY 10017	X
WARBURG PINCUS FINANCIAL SECTOR II (CAYMAN), L.P. C/O WARBURG PINCUS 450 LEXINGTON AVENUE NEW YORK, NY 10017	X

Signatures

See Exhibit 99.1.		09/09/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each share of NVCE Stock automatically converts into one share of common stock, par value $0.01 per share, of the Issuer, subject to certain adjustments, upon certain sales or transfers.
(2)	Reflects the sale of 4,500,000 shares of NVCE Stock by the Purchasers (as defined in footnote 3) at a price per share of $16.38 pursuant to Rule 144 under the Securities Act of 1933, as amended.
(3)	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 4)
(4)	(continued from footnote 3) (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 Partners II (Cayman), L.P., (continued on footnote 5)
(5)	(continued from footnote 4) a Cayman Islands exempted limited partnership ("WP Financial Sector Partners II" 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 6)
(6)	(continued from footnote 5) 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 7)
(7)	(continued from footnote 6) 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.
(8)	Reflects the sale of 1,150,000 shares of NVCE Stock by the Purchasers (as defined in footnote 3) at a price per share of $16.38 in a private sale to Issuer.
Remarks: Solely for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed a director-by-deputization by virtue of a contractual right to designate a representative to serve on the board of directors of the Issuer. Todd Schell became a director of the Issuer of November 30, 2023. Mr. Schell is a Managing Director in WP LLC's Financials Services group. See Signatures of the Reporting Persons attached as Exhibit 99.1.

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