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 (Date of earliest event reported) November 2230, 2023

PacWest Bancorp

(Exact name of registrant as specified in its charter)

Delaware	001-36408	33-0885320
(State of	(Commission File Number)	(IRS Employer
Incorporation)		Identification No.)

9701 Wilshire Blvd., Suite 700, Beverly Hills, California 90212

(Address of principal executive offices and zip code)

(310) 887-8500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $0.01 per share	PACW	The Nasdaq Stock Market LLC

Depositary Shares, each representing a 1/40th interest in a share of 7.75% fixed rate reset non-cumulative perpetual preferred stock, Series A	PACWP	The Nasdaq Stock Market LLC
(Title of Each Class)	(Trading Symbol)	(Name of Exchange on Which Registered)

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 Instructions A.2. below):

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. ¨

~~Item~~Introductory ~~5.07 Submission of Matters to a Vote of Security Holders.~~Note

OnThis ~~November 22,~~Current ~~2023,~~Report ~~PacWest~~on ~~Bancorp,~~Form 8-K ais ~~Delaware~~being ~~corporation~~filed ~~(“PacWest”)~~in ~~held~~connection awith ~~special~~the ~~meeting~~closing of ~~stockholders (~~the ~~“Special~~transactions ~~Meeting”)~~contemplated inby ~~connection~~that ~~with~~certain ~~the~~ Agreement and Plan of Merger, dated as of July 25, 2023 (the “Merger Agreement”), by and among PacWest Bancorp, a Delaware corporation (“PacWest”), Banc of California, Inc., a Maryland corporation (“Banc of California”), and Cal Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Banc of California (“Merger Sub”).

OnEffective as of November 30, 2023 (the ~~terms~~“Closing Date”), ~~and~~PacWest ~~subject~~completed toits previously announced transaction with Banc of California (the ~~conditions~~“Closing”). ~~set~~Pursuant ~~forth~~to in the Merger Agreement, on the Closing Date, (a) Merger Sub ~~will~~merged ~~merge~~ with and into PacWest (the “First-Step Merger”) at the effective time of the First-Step Merger (the “Effective Time”), with PacWest continuing as the surviving entity , (~~the “Merger”~~b) ~~and~~ immediately following the First-Step Merger, Banc of California caused PacWest ~~will~~to merge with and into Banc of California, with Banc of California continuing as the surviving corporation (the “Second-Step Merger” and together ~~with the Merger~~, the “Mergers”), and ~~with~~(c) promptly ~~Banc of California continuing as the surviving corporation. Promptly~~ following the Second-Step Merger, Pacific Western Bank, a California-chartered non-member bank ~~(“Pacific Western Bank”),~~ and, ~~as of immediately prior to the Second-Step Merger,~~ a wholly-owned subsidiary of PacWest, ~~will~~( ~~become~~“Pacific Western Bank”) became a member ~~bank~~ of the Federal Reserve System ~~(the “FRS Membership”) and a wholly-owned subsidiary of Banc of California~~. ~~Promptly~~Effective ~~following~~as ~~the effectiveness~~ of ~~the FRS Membership~~December 1, 2023, Banc of California, National Association, a national banking association and a wholly-owned subsidiary of Banc of California (“BOC NA”), ~~will~~merged ~~merge~~ with and into Pacific Western Bank (the “Bank Merger” ~~and together with the Mergers, the “Combination”~~), with Pacific Western Bank continuing as the surviving bank (the “Surviving Bank”). Following the Bank Merger, the name and brand of the Surviving Bank ~~will operate~~was ~~under~~changed ~~the~~to “Banc of California” ~~name and brand~~.

AtMerger the Special Meeting, PacWest’s stockholders considered certain matters related to the Combination, each of which is described in more detail in the joint proxy statement/prospectus of PacWest and Banc of California dated October 23, 2023, as supplemented by certain PacWest filings prior to the date of the Special Meeting. There were 118,587,836 shares of PacWest’s common stock issued and outstanding on the record date and entitled to vote at the Special Meeting, and 81,676,195 shares were represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting.Consideration

AtPursuant to the ~~Special~~Merger ~~Meeting~~Agreement, at the Effective Time, each share of common stock, par value $0.01 per share, of PacWest’s ~~stockholders~~(“PacWest ~~adopted~~Common Stock”) issued and outstanding immediately prior to the ~~Merger~~Effective ~~Agreement~~Time, ~~and~~subject ~~approved~~to certain exceptions, onwas converted into the right to receive 0.6569 of a ~~non~~share (the “Exchange Ratio”) of common stock, par value $0.01 per share, of Banc of California (“Banc of California Common Stock” and such consideration, the “Merger Consideration”). At the Effective Time, holders of PacWest Common Stock also became entitled to receive cash in lieu of fractional shares of Banc of California Common Stock. In addition, at the effective time of the Second-~~binding~~Step Merger (the “Second Effective Time”), ~~advisory~~each ~~basis~~share of 7.75% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, of PacWest (the ~~compensation~~“PacWest Preferred Stock”) was converted into the right to receive one share of a newly created series of preferred stock of Banc of California having such powers, preferences and rights, and such qualifications, limitations and restrictions, taken as a whole, that are not materially less favorable to the holders of PacWest’s Preferred Stock (the “New BANC Preferred Stock”). In addition, at the Second Effective Time, each outstanding ~~named~~PacWest ~~executive~~depositary ~~officers~~share ~~may~~representing ~~receive~~a 1/40th interest in ~~connection~~a ~~with~~share of PacWest Preferred Stock (the ~~Mergers~~“PacWest Depositary Shares”) was converted into a depositary share of Banc of California representing a 1/40th interest in a share of New BANC Preferred Stock (the “New BANC Depositary Shares”).

~~The~~Treatment ~~vote~~of ~~results~~PacWest onEquity ~~the matters presented at the Special Meeting are set forth below.~~Awards

~~Item~~Pursuant 1to –the Merger Agreement, at the Effective Time, each restricted stock award granted under the Amended and Restated PacWest ~~Merger~~Bancorp ~~Proposal.~~2017 Stock Incentive Plan (the “PacWest AStock ~~proposal~~Plan”) was converted into a restricted stock award of Banc of California based on the right to ~~adopt~~receive the Merger ~~Agreement~~Consideration with ~~was~~respect ~~adopted~~to ~~upon~~each share of PacWest Common Stock underlying such awards, subject to the ~~following~~same ~~votes:~~terms and conditions applicable to such awards immediately prior to the Effective Time, including with respect to vesting conditions; provided, that such awards granted to non-employee members of the board of directors of PacWest who are continuing as directors on the board of directors of Banc of California (the “Banc of California Board”) vested at the Effective Time.

Votes For		Votes Against		Abstentions
80,561,610		861,396		253,189

Pursuant to the Merger Agreement, the actual performance level of each outstanding performance-based restricted stock unit award granted under the PacWest Stock Plan (a “PacWest PRSU Award”) was to be measured at the latest practicable date prior to the Effective Time, and based on such performance determination, at the Effective Time, each PacWest PRSU Award would be converted into a time-based restricted stock unit award of Banc of California (a “BANC RSU Award”). Actual performance for such PacWest PRSU Awards was determined to be below threshold levels at the latest practicable date prior to the Effective Time. Therefore, at the Effective Time, the PacWest PRSU Awards were automatically cancelled without consideration and were not converted into BANC RSU Awards.

~~Item~~The 2foregoing description -of ~~PacWest~~the ~~Compensation~~Mergers ~~Proposal. A~~and ~~proposal~~the toMerger ~~approve,~~Agreement ondoes anot ~~non-binding,~~purport ~~advisory~~to ~~basis,~~be ~~the~~complete ~~compensation~~and ~~that~~is ~~PacWest’s~~qualified ~~named~~in ~~executive~~its ~~officers~~entirety ~~may~~by ~~receive~~reference into the ~~connection~~full ~~with~~text of the ~~Mergers~~Merger ~~was~~Agreement, ~~approved~~which ~~upon~~is ~~the~~filed ~~following~~as ~~votes:~~Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Votes For		Votes Against		Abstentions
70,555,593		10,510,941		609,661

The issuances of shares of Banc of California Common Stock, New BANC Preferred Stock and New BANC Depositary Shares in connection with the Mergers were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (File No. 333-274245) filed by Banc of California with the Securities and Exchange Commission (the “SEC”) on August 28, 2023, as amended on September 29, 2023, October 16, 2023 and October 19, 2023 and as declared effective on October 20, 2023 (the “S-4 Registration Statement”).

NoItem ~~adjournment~~2.01. Completion of ~~the~~Acquisition ~~Special Meeting was determined to be necessary~~ or ~~appropriate,~~Disposition ~~and, accordingly, the Special Meeting was not adjourned and proceeded to conclusion without consideration~~ of ~~a proposal to adjourn the Special Meeting~~Assets.

*The *information *set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 83.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnPrior ~~November 22,~~to ~~2023~~the Closing Date, PacWest ~~and~~notified ~~Banc of~~The ~~California~~Nasdaq ~~announced~~Stock ~~the~~Market ~~voting~~LLC ~~results~~(“Nasdaq”) of the ~~Special~~closing ~~Meeting~~of the Mergers and ~~the~~requested ~~results~~that Nasdaq (i) suspend trading of PacWest Common Stock and the ~~special~~PacWest ~~meeting~~Depositary ofShares ~~Banc~~after ofthe ~~California~~close ~~stockholders held~~of trading on November 2230, 2023., A(ii) withdraw ~~copy~~PacWest Common Stock and the PacWest Depositary Shares from listing on Nasdaq and (iii) file with the SEC a notification on Form 25 of delisting of PacWest Common Stock and the ~~joint~~PacWest ~~press~~Depositary ~~release~~Shares isunder ~~attached~~Section 12(b) of ~~hereto~~the Securities Exchange Act of 1934, as ~~Exhibit 99~~amended (the “Exchange Act”).1 As a result, PacWest Common Stock and ~~incorporated~~the ~~herein~~PacWest byDepositary ~~reference~~Shares are no longer listed on Nasdaq.

~~Item~~Additionally, ~~9.01~~Banc ~~Financial~~of ~~Statements~~California, as successor to PacWest, intends to file with the SEC as promptly as possible a certification on Form 15 requesting the termination of registration of PacWest Common Stock and ~~Exhibits~~the PacWest Depositary Shares under Section 12(g) of the Exchange Act and the suspension of PacWest’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~(d)~~The information set forth in the Introductory Note of this Current Report on Form ~~Exhibits~~8-K is incorporated by reference into this Item 3.01.

Exhibit Number		Description
99.1		Joint Press Release, dated November 22, 2023
104		Cover page interactive data file (embedded within the Inline XBRL document)

Item 3.03. Material Modifications to Rights of Security Holders.

2At the Effective Time in the case of PacWest Common Stock and the Second Effective Time in the case of PacWest Preferred Stock, each holder of a certificate or book-entry share representing any shares of PacWest Common Stock and PacWest Preferred Stock ceased to have any rights with respect thereto, except the right to receive the consideration described above and subject to the terms and conditions set forth in the Merger Agreement.

~~Cautionary~~The ~~Statements~~information ~~Regarding~~set ~~Forward~~forth in the Introductory Note, Item 3.01 and Item 5.03 of this Current Report on Form 8-~~Looking~~K ~~Information~~is incorporated by reference into this Item 3.03.

~~This~~Item document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between PacWest and Banc of California and the proposed investment by Warburg Pincus LLC and Centerbridge Partners, L5.~~P. (collectively,~~01 ~~the~~Changes ~~“Investors”)~~ in ~~equity~~Control ~~securities~~ of ~~Banc of California pursuant to the investment agreements entered into between the Investors and Banc of California (the “Investment Agreements”)~~Registrant. Forward-looking statements may be identified by the use of the words such as “ estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “could,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words. These forward-looking statements include, but are not limited to, statements regarding the proposed transaction between PacWest and Banc of California and the proposed investment by the Investors, including statements as to the expected timing, completion and effects of the proposed transaction. These statements are based on various assumptions, whether or not identified in this document, and on the current expectations of PacWest’s and Banc of California’s management and are not predictions of actual performance, and, as a result, are subject to risks and uncertainties. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict, may differ from assumptions and many are beyond the control of PacWest and Banc of California. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) the failure to satisfy the conditions to the consummation of the proposed transaction; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement or the Investment Agreements; (iv) the inability to obtain alternative capital in the event it becomes necessary to complete the proposed transaction; (v) the effect of the announcement or pendency of the proposed transaction on PacWest’s and Banc of California’s business relationships, operating results and business generally; (vi) risks that the proposed transaction disrupts current plans and operations of PacWest and Banc of California; (vii) potential difficulties in retaining PacWest and Banc of California customers and employees as a result of the proposed transaction; (viii) PacWest’s and Banc of California’s estimates of their financial performance; (ix) changes in general economic conditions; (x) changes in the interest rate environment, including the recent increases in the Board of Governors of the Federal Reserve System benchmark rate and duration at which such increased interest rate levels are maintained, which could adversely affect PacWest’s and Banc of California’s revenue and expenses, the value of assets and obligations, and the availability and cost of capital and liquidity; (xi) the impacts of continuing inflation; (xii) the credit risks of lending activities, which may be affected by deterioration in real estate markets and the financial condition of borrowers, and the operational risk of lending activities, including the effectiveness of PacWest’s and Banc of California’s underwriting practices and the risk of fraud; (xiii) fluctuations in the demand for loans; (xiv) the ability to develop and maintain a strong core deposit base or other low cost funding sources necessary to fund PacWest’s and Banc of California’s activities particularly in a rising or high interest rate environment; (xv) the rapid withdrawal of a significant amount of deposits over a short period of time; (xvi) results of examinations by regulatory authorities of PacWest or Banc of California and the possibility that any such regulatory authority may, among other things, limit PacWest’s or Banc of California’s business activities, restrict PacWest’s or Banc of California’s ability to invest in certain assets, refrain from issuing an approval or non-objection to certain capital or other actions, increase PacWest’s or Banc of California’s allowance for credit losses, result in write-downs of asset values, restrict PacWest’s or Banc of California’s ability or that of PacWest’s or Banc of California’s bank subsidiary to pay dividends, or impose fines, penalties or sanctions; (xvii) the impact of bank failures or other adverse developments at other banks on general investor sentiment regarding the stability and liquidity of banks; (xviii) changes in the markets in which PacWest or Banc of California compete, including with respect to the competitive landscape, technology evolution or regulatory changes; (xix) changes in consumer spending, borrowing and saving habits; (xx) slowdowns in securities trading or shifting demand for security trading products; (xxi) the impact of natural disasters or health epidemics; (xxii) legislative or regulatory changes; (xxiii) impact of operating in a highly competitive industry; (xxiv) reliance on third party service providers; (xxv) competition in retaining key employees; (xxvi) risks related to data security and privacy, including the impact of any data security breaches, cyberattacks, employee or other internal misconduct, malware, phishing or ransomware, physical security breaches, natural disasters, or similar disruptions; (xxvii) changes to accounting principles and guidelines; (xxviii) potential litigation relating to the proposed transaction that could be instituted against PacWest or Banc of California, or their respective directors and officers, including the effects of any outcomes related thereto; (xxix) volatility in the trading price of PacWest’s or Banc of California’s securities; (xxx) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; and (xxxi) unexpected costs, charges or expenses resulting from the proposed transaction. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the definitive joint proxy statement/prospectus of PacWest and Banc of California, and other documents filed by PacWest or Banc of California from time to time with the U.S. Securities and Exchange Commission. These filings do and will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. If any of these risks materialize or our assumptions prove incorrect, actual events and results could differ materially from those contained in the forward-looking statements. There may be additional risks that neither PacWest nor Banc of California presently knows or that PacWest or Banc of California currently believes are immaterial that could also cause actual events and results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect PacWest’s and Banc of California’s expectations, plans or forecasts of future events and views as of the date of this document. PacWest and Banc of California anticipate that subsequent events and developments will cause PacWest’s and Banc of California’s assessments to change. While PacWest and Banc of California may elect to update these forward-looking statements at some point in the future, PacWest and Banc of California specifically disclaim any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing PacWest’s and Banc of California’s assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements. Forward-looking statements speak only as of the date they are made. Neither PacWest nor Banc of California gives any assurance that either PacWest or Banc of California, or the combined company, will achieve the results or other matters set forth in the forward-looking statements.

The information set forth in the Introductory Note, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

~~SIGNATURE~~Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Pursuant~~At to the ~~requirements~~Effective Time and in accordance with the terms of the ~~Securities~~Merger ~~Exchange~~Agreement, ~~Act~~except for John M. Eggemeyer, III, Paul R. Burke and Susan E. Lester, each of ~~1934~~PacWest’s directors and executive officers (and not because of any disagreement with PacWest) resigned and ceased serving in such capacities. As previously disclosed, the ~~registrant~~following ~~has~~three ~~duly~~(3) former ~~caused~~directors ~~this~~of ~~report~~PacWest were appointed to beserve ~~signed~~as directors on ~~its~~the ~~behalf~~Banc byof California Board, effective as of the ~~undersigned~~Effective ~~hereunto~~Time: John M. Eggemeyer, III, Paul R. Burke and Susan E. Lester. John M. Eggemeyer, III was appointed ~~duly~~as ~~authorized~~the Chairman of the Banc of California Board.

	PACWEST BANCORP
Date: November 22, 2023	By:	/s/ Angela M.W. Kelley
	Name:	Angela M.W. Kelley
	Title:	Executive Vice President, General Counsel and Corporate Secretary

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

4Pursuant to the terms of the Merger Agreement, as of the Effective Time, the certificate of incorporation of PacWest and the bylaws of PacWest were amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report and are incorporated herein by reference.

The Second Restated Articles of Restatement of Banc of California (as amended, the “Banc of California Articles”) and the Sixth Amended and Restated Bylaws of Banc of California (the “Banc of California Bylaws”), as in effect immediately prior to the Second Effective Time, remained the articles of incorporation and bylaws of Banc of California, in each case consistent with the terms of the Merger Agreement, except as set forth below and described in Items 3.03 and 5.03 of Banc of California’s Current Report on Form 8-K filed with the SEC on the date hereof.

In connection with the consummation of the Mergers, Banc of California filed an articles supplementary with the Maryland Department of Assessments and Taxation, Business Services Division for the purpose of amending the Banc of California Articles, to fix the designations, preferences, limitations and relative rights of the New BANC Preferred Stock (the “Preferred Stock Articles Supplementary”). The Preferred Stock Articles Supplementary were filed on November 28, 2023.

The description of the New BANC Preferred Stock and the New Banc Depositary Shares under the sections of the joint proxy statement/prospectus included in the S-4 Registration Statement entitled “Description of New BANC Preferred Stock” and “Description of the BANC Depositary Shares” are each incorporated herein by reference.

The foregoing summaries and referenced descriptions of the Banc of California Articles, the Banc of California Bylaws and the Preferred Stock Articles Supplementary do not purport to be complete and are qualified in their entirety by reference to the full text of the Banc of California Articles, the Banc of California Bylaws and the Preferred Stock Articles Supplementary, copies of which are attached hereto as Exhibits 3.3, 3.4 and 3.5, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01. Other Events.

Balance Sheet Repositioning

In connection with the Mergers and as of the Closing Date, Pacific Western Bank and BOC NA have sold approximately $1.9 billion in assets as part of the previously-disclosed balance sheet repositioning strategy, comprised of the following assets:

	·	$1.5 billion of Pacific Western Bank’s securities portfolio, which included agency commercial mortgage-backed securities, agency collateralized mortgage obligations (“CMO”), treasury bonds, municipal bonds and corporate bonds; and
	·	$447.4 million of BOC NA’s securities portfolio which included agency mortgage-backed securities, CMOs, and bonds.

In addition, the previously-announced forward sale of $1.8 billion book value of BOC NA’s single-family residential mortgage portfolio (“SFR Portfolio”) is expected to close on or around December 1, 2023. Proceeds of the securities sales and SFR Portfolio sale described above, as well as proceeds from additional balance sheet repositioning sales expected to be completed through the end of the first quarter of 2024, are expected to be utilized primarily for the repayment of the Surviving Bank’s wholesale borrowings and higher cost funding.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of July 25, 2023, by and among PacWest Bancorp, Banc of California, Inc. and Cal Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 of PacWest Bancorp’s Form 8-K filed with the SEC on July 31, 2023 (File No. 001-36408)).*
3.1		Amended and Restated Certificate of Incorporation of PacWest Bancorp.
3.2		Third Amended and Restated Bylaws of PacWest Bancorp.

3.3		Second Articles of Restatement of Banc of California, Inc., restated as of June 4, 2018 (incorporated by reference to Exhibit 3.2 of Banc of California, Inc.’s Current Report on Form 8-K filed on June 5, 2018).
3.4		Sixth Amended and Restated Bylaws of Banc of California, Inc. (incorporated by reference to Exhibit 3.1 of Banc of California’s Current Report on Form 8-K filed on May 15, 2023).
3.5		Banc of California, Inc. Articles Supplementary designating a new class of preferred stock, effective as of November 28, 2023 (incorporated by reference to Exhibit 3.4 of Banc of California's Current Report on Form 8-K filed on December 1, 2023).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

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.

	(as successor by merger to PacWest Bancorp)

Date: December 1, 2023
	/s/ Ido Dotan
	Ido Dotan
	Executive Vice President, General Counsel and Corporate Secretary

Filing Compare · PACWEST BANCORP