false 0001169770 Depositary Shares -- 7.375% non-cumulative perpetual preferred stock, series D Depositary Shares -- 7.00% non-cumulative perpetual preferred stock, series E 0001169770 us-gaap:CommonStockMember 2020-01-23 2020-01-23 0001169770 us-gaap:SeriesEPreferredStockMember 2020-01-23 2020-01-23 0001169770 us-gaap:SeriesDPreferredStockMember 2020-01-23 2020-01-23 0001169770 2020-01-23 2020-01-23

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 23, 2020

BANC OF CALIFORNIA, INC.
(Exact name of registrant as specified in its charter)

Maryland | 001-35522 | 04-3639825
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.)

3 MacArthur Place, | Santa Ana, | California | 92707
(Address of principal executive offices) | (Zip Code)

Registrant’s telephone number, including area code: (855) 361-2262
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, par value $0.01 per share |  | BANC |  | New York Stock Exchange
Depositary Shares each representing a 1/40th Interest in a share of 7.375% Non-Cumulative Perpetual Preferred Stock, Series D |  | BANC PRD |  | New York Stock Exchange
Depositary Shares each representing a 1/40th Interest in a share of 7.00% Non-Cumulative Perpetual Preferred Stock, Series E |  | BANC PRE |  | New York Stock Exchange

2

Item 2.02 Results of Operations and Financial Condition.
On January 23, 2020, Banc of California, Inc. (the “Company”) issued a press release announcing 2019 fourth quarter and full year financial results.
A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
The Company will host a conference call to discuss its fourth quarter and full year results at 10:00 A.M. Pacific Time on Thursday, January 23, 2020. Interested parties may attend the conference call by dialing 888-317-6003, and referencing event code 1520432. A live audio webcast will be available through the webcast link to be posted on the Company’s Investor Relations website at www.bancofcal.com/investor, in addition to the slide presentation for investor review prior to the call. A copy of the presentation materials is attached to this report as Exhibit 99.2 and is incorporated by reference herein.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are necessarily subject to risk and uncertainty and actual results could differ materially from those anticipated due to various factors, including those set forth from time to time in the documents filed or furnished by Banc of California, Inc. with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements and Banc of California, Inc. undertakes no obligation to update any such statements to reflect circumstances or events that occur after the date on which the forward-looking statement is made.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Banc of California, Inc. Press Release dated January 23, 2020.
99.2 Banc of California, Inc. Earnings Conference Call Presentation Materials dated January 23, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BANC OF CALIFORNIA, INC.

January 23, 2020 | /s/ Lynn Hopkins
| Lynn Hopkins
| Executive Vice President and Chief Financial Officer

3