[8-K] Banc of California, Inc. Reports Material Event

Rhea-AI Filing Summary

Sun Communities, Inc. (SUI) – Form 4 filing (07/23/25)

EVP & Chief Administrative Officer Marc Farrugia received 14,147 restricted shares of SUI common stock on 07/21/25 as part of a company-wide CEO-transition retention program. Based on the stated price of $125.06, the award is valued at roughly $1.77 million. The stock vests annually over five years: 2,830 shares each on 7/21/26 and 7/21/27, then 2,829 shares on 7/21/28, 7/21/29 and 7/21/30.

Post-grant beneficial ownership:

• Direct: 55,247 shares
• Indirect – spouse: 715 shares (corrected from a prior under-reported grant)
• Indirect – revocable trust: 11,301 shares

No derivative securities were reported in this filing. The transaction reflects compensation-related issuance rather than an open-market purchase or sale, so immediate cash flow impact is negligible; dilution is minimal relative to SUI’s ~124 million shares outstanding.

Positive

• Long-term vesting schedule incentivises executive retention through 2030, potentially supporting strategic continuity during CEO transition.
• Equity-based compensation conserves cash and directly aligns management with shareholder returns.

Negative

• Incremental share dilution, while small individually, can accumulate if similar retention awards are widely issued.
• Compensation increase without corresponding performance metrics may raise pay-for-performance concerns among some investors.

Insights

Corporate Governance Specialist

TL;DR: Routine retention grant; aligns exec amid CEO change, limited dilution.

The multi-year vesting schedule ties Farrugia’s payout to long-term tenure, a best practice during leadership transitions. Size (~1.77 m) is material for the individual but immaterial for shareholders (<0.02% of shares outstanding). No red flags: grant is board-approved equity, not cash, preserving liquidity. Investors should monitor total compensation trends but current disclosure is largely governance-neutral.

Portfolio Manager

TL;DR: Neutral to valuation; watch dilution & future grants.

Because shares come from existing equity plans, EPS impact is immaterial near term. Still, cumulative retention packages can pressure long-run share count if widely used. The five-year cliff aligns with property-cycle visibility, potentially stabilising leadership during a critical CEO hand-off. I assign a neutral rating as the grant neither signals insider bullishness nor selling pressure.

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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): July 23, 2025

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 2.02. Results of Operations and Financial Conditions.

On July 23, 2025, Banc of California, Inc. (the “Company”) issued a press release announcing 2025 second quarter financial results.

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 second quarter results at 10:00 A.M. Pacific Time on Thursday, July 24, 2025. Interested parties may attend the conference call by dialing (888) 317-6003 and referencing event code 7565369. 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 July 23, 2025

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: July 23, 2025

FAQ

How many Sun Communities (SUI) shares were granted to Marc Farrugia?

He received 14,147 restricted shares on 07/21/25.

What is the vesting schedule for the new SUI restricted stock award?

2,830 shares vest on 7/21/26 and 7/21/27; 2,829 shares each vest on 7/21/28, 7/21/29 and 7/21/30.

What is Marc Farrugia’s total direct ownership after the transaction?

He now directly owns 55,247 SUI shares.

Why did Sun Communities issue these retention awards?

To retain key executives during and after the company’s Chief Executive Officer transition.

Does the filing report any derivative security transactions?

No, no options or other derivatives were reported in this Form 4.