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~~February 215, 2026

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))

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

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 28.~~02.~~01 ~~Results~~Other ~~of Operations and Financial Conditions~~Events.

On ~~January~~February 215, 2026, Banc of California, Inc. (the “Company”) issued a press release announcing ~~financial~~that ~~results~~its ~~for~~Board of Directors declared a quarterly cash dividend of $0.12 per share on its outstanding common stock, representing a 20% increase to the ~~fourth~~most ~~quarter~~recent ~~and~~dividend ~~full~~declaration. ~~year~~The ~~ended~~dividend ~~December~~will 31be payable April 1, ~~2025~~2026, to stockholders of record as of March 16, 2026.

The Board of Directors also declared a quarterly cash dividend of $0.4845 per depositary share on its 7.75% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series F. The dividend will be payable March 2, 2026, to stockholders of record as of February 19, 2026. The Series F depositary shares are traded on the New York Stock Exchange under the “Banc/PF” symbol.

A copy of the press release is furnished herewith 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 2025 results at 10:00 A.M. Pacific Time on Thursday, January 22, 2026. Interested parties may attend the conference call by dialing (888) 317-6003 and referencing event code 0299940. 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 furnished herewith 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~~February 215, 2026

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.
/s/ Joseph Kauder
Joseph Kauder
Executive Vice President and Chief Financial Officer

Date: ~~January~~February 215, 2026

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