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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: March 1, 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:

☐ | 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 |  | Name of each exchange on which registered
Common Stock, par value $0.01 per share |  | BANC |  | NYSE
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 |  | NYSE

Item 8.01. Other Events.
On March 1, 2024, Banc of California, Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement to the Company’s Registration Statement on Form S-3, relating to the resale from time to time by certain selling stockholders of up to 51,422,763 shares of the Company’s voting common stock. In connection with the filing of the prospectus supplement, the Company is filing a legal opinion as Exhibit No. 5.1 to this Current Report on Form 8-K, which is incorporated by reference into the Registration Statement on Form S-3.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No. |  | Description of Exhibit
5.1 |  | Opinion of Silver, Freedman, Taff & Tiernan LLP.
23.1 |  | Consent of Silver, Freedman, Taff & Tiernan LLP, included in the opinion filed as Exhibit 5.1.
23.2 |  | Consent of KPMG LLP
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.
Date: March 1, 2024 |
| /s/ Ido Dotan
| Ido Dotan
| Executive Vice President, General Counsel and Corporate Secretary