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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

in

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 25, 2024

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.)

11611 San Vicente Boulevard, Suite 500 |
Los Angeles, California | 90049
(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 7.75% fixed rate reset non-cumulative perpetual preferred stock, Series F |  | BANC/PF |  | New York Stock Exchange

Item 2.02 Results of Operations and Financial Condition.

On January 25, 2024, Banc of California, Inc. (the “Company”) issued a press release announcing 2023 fourth quarter 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 results at 10:00 A.M. Pacific Time on Thursday, January 25, 2024. Interested parties may attend the conference call by dialing (888) 317-6003, and referencing event code 4864870. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

| 99.1 | Banc of California, Inc. Press Release dated January 25, 2024.

| 99.2 | Banc of California, Inc. Earnings Conference Call Presentation Materials.

| 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 25, 2024 | /s/ Joseph Kauder
| Joseph Kauder
| Executive Vice President and Chief Financial Officer