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[Form 4] BANC OF CALIFORNIA, INC. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Richard J. Lashley, a director of Banc of California, Inc. (BANC), reported transactions on 09/17/2025. He disposed of 29,825 common shares as a bona fide gift to his spouse, leaving him with 35,708 shares held directly. He also reports substantial indirect holdings: 668,939 shares via Goodbody/PL Capital, L.P. and 2,280,280 shares via PL Capital, LLC, plus 10,000 shares in a ROTH IRA and 10,000 depositary shares of Series F preferred via Goodbody/PL Capital entities. The filing disclaims beneficial ownership except to the extent of pecuniary interest.

Positive
  • Significant indirect ownership reported (aggregate >2.9 million common shares), indicating continued economic alignment with shareholders
Negative
  • Direct holdings were reduced by 29,825 common shares via a gift to spouse, lowering direct ownership to 35,708 shares

Insights

TL;DR: Director made a personal gift but retains large indirect stakes through investment vehicles.

The disclosed gift of 29,825 common shares to the reporting person’s spouse is a routine, non-sale transfer and does not indicate cashing out by management. More materially, the director continues to hold sizeable indirect positions—over 2.9 million common shares aggregated across two investment vehicles—suggesting alignment with shareholder interests. The disclosure properly clarifies the structure of indirect holdings and includes standard disclaimers of non-beneficial ownership beyond pecuniary interest.

TL;DR: Small direct disposition via gift; majority of economic exposure remains with the reporting person through funds.

The transaction code indicates a gift, priced at $0.00, reducing direct holdings to 35,708 shares. Indirect holdings reported—668,939 and 2,280,280 shares—constitute the bulk of reported exposure and are held through entities where the reporting person is a 50% owner and managing member. From an investor perspective, the net economic exposure appears largely unchanged despite the direct transfer.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
LASHLEY RICHARD J

(Last) (First) (Middle)
C/O BANC OF CALIFORNIA, INC.
3 MACARTHUR PLACE

(Street)
SANTA ANA CA 92707

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BANC OF CALIFORNIA, INC. [ BANC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/17/2025 G(1) 29,825 D $0.00 35,708 D
Common Stock 668,939 I By Goodbody/PL Capital, LLC(2)
Common Stock 2,280,280 I By PL Capital, LLC(3)
Common Stock 10,000 I By Richard Lashley ROTH IRA
Depositary Shares of Series F Preferred Stock 10,000 I By Goodbody/PL Capital, LLC(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents a bona fide gift for no consideration from the Reporting Person to his spouse.
2. Goodbody/PL Capital, LLC is a Delaware limited liability company and the sole General Partner of Goodbody/PL Capital, L.P., a Delaware limited partnership. The Reporting Person is the holder of a 50% equity interest in, and one of two Managing Members of, Goodbody/PL Capital, LLC. He reports all shares held by the limited partnership as it is impractical to determine his proportionate interest in such limited partnerships, which may include interests he holds as a direct or indirect limited partner. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
3. PL Capital, LLC is a Delaware limited liability company and the sole General Partner of Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P., PL Capital Plus Fund, L.P., and PL Capital/Focused Fund, L.P., each a Delaware limited partnership. The Reporting Person is the holder of a 50% equity interest in, and one of two Managing Members of, PL Capital, LLC. He reports all shares held by the limited partnerships as it is impractical to determine his proportionate interest in such limited partnerships, which may include interests he holds as a direct or indirect limited partner. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
Remarks:
/s/ Ido Dotan, Attorney-in-Fact for Richard J Lashley 09/17/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Richard J. Lashley report on Form 4 for BANC?

He reported a gift of 29,825 common shares to his spouse and disclosed his resulting 35,708 direct shares plus substantial indirect holdings.

How many shares does Lashley indirectly control through Goodbody/PL Capital and PL Capital?

He reports 668,939 shares via Goodbody/PL Capital, L.P. and 2,280,280 shares via PL Capital, LLC.

Was the transaction a sale or a gift?

The filing uses transaction code G, indicating a bona fide gift with a reported price of $0.00.

Does Lashley claim beneficial ownership of the shares held by the funds?

He disclaims beneficial ownership of the limited partnership shares except to the extent of his pecuniary interest, while reporting them due to impracticality of determining proportionate interest.

What is the reporting date of the Form 4 filing?

The earliest transaction date reported is 09/17/2025.
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