0001169770falseLos AngelesCalifornia00011697702026-02-042026-02-040001169770us-gaap:CommonStockMember2026-02-042026-02-040001169770us-gaap:SeriesFPreferredStockMember2026-02-042026-02-04
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): February 5, 2026
BANC OF CALIFORNIA, INC.
(Exact name of registrant as specified in its charter)
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| Maryland | 001-35522 | 04-3639825 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 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.):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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 8.01 Other Events.
On February 5, 2026, Banc of California, Inc. (the “Company”) issued a press release announcing that its Board of Directors declared a quarterly cash dividend of $0.12 per share on its outstanding common stock, representing a 20% increase to the most recent dividend declaration. The dividend will be payable April 1, 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 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Banc of California, Inc. Press Release dated February 5, 2026
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.
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| BANC OF CALIFORNIA, INC. |
| /s/ Joseph Kauder |
| Joseph Kauder |
Executive Vice President and Chief Financial Officer |
Date: February 5, 2026
Banc of California, Inc. Increases Quarterly Common Stock Dividend 20% to $0.12 Per Share Company Release – 2/5/2026 LOS ANGELES--(BUSINESS WIRE)– Banc of California, Inc. (the “Company”) (NYSE: BANC) announced today that its Board of Directors declared a quarterly cash dividend of $0.12 per share on its outstanding common stock, representing a 20% increase to the most recent dividend declaration. The dividend will be payable April 1, 2026, to stockholders of record as of March 16, 2026. “The increase in our quarterly dividend reflects the strength of our financial performance and the confidence we have in our earnings outlook,” said Jared Wolff, Chairman and CEO of Banc of California. “We are pleased to return additional capital and reward our valued shareholders, while we continue to deliver strong financial results. As we look ahead, we remain committed to executing on our strategy to deliver sustainable, high quality profitable growth and long-term value for our shareholders.” 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. The Company maintains a Dividend Reinvestment Plan (DRIP) which allows common stockholders to automatically acquire common shares at a 3% discount from the applicable market price. All registered common stockholders with holdings maintained at the Company’s transfer agent, Computershare, are eligible to participate in the DRIP program. For more information on the Company’s DRIP program, please contact Investor Relations at IR@bancofcal.com or (855) 361-2262. Forward-Looking Statements This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements related to the Company’s expectations regarding use of its stock repurchase program, confidence in its earnings outlook and other non-historical statements. Words or phrases such as “believe,” “will,” “should,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “plans,” “strategy,” or similar expressions are intended to identify these forward-looking statements. Such statements are based on current beliefs and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated, including factors described in “Part I—Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which is filed with the Securities and Exchange Commission ("SEC"), as such factors may be updated from time to time in the Company’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. The Company undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made, except as required by law. About Banc of California, Inc. Banc of California, Inc. (NYSE: BANC) is a bank holding company with over $34 billion in assets and the parent company of Banc of California. Banc of California is one of the nation’s premier relationship-based business banks, providing banking and treasury management services to small-, middle-market, and venture-backed businesses. Banc of California is the largest independent bank headquartered in Los Angeles and the third largest bank headquartered in California and offers a broad range of loan and deposit products and services through 79 full-service branches located throughout California and in Denver, Colorado, and Durham, North Carolina, as well as through regional offices nationwide. The bank also provides full-service payment processing solutions to its clients and serves the Community Association Management industry nationwide with its technology-forward platform, SmartStreet™. The bank is committed to its local communities through the Banc of California
Charitable Foundation, and by supporting organizations that provide financial literacy and job training, small business support, affordable housing, and more. Member FDIC. For more information, please visit us at www.bancofcal.com. Investor Relations Inquiries: Banc of California, Inc. (855) 361-2262 Jared Wolff, (310) 424-1230 Joe Kauder, (310) 844-5224 Ann DeVries, (646) 376-7011 Media Contact: Debora Vrana, Banc of California (213) 999-4141 Deb.Vrana@bancofcal.com Source: Banc of California, Inc.