Banc of California (BANC) CFO stock withheld and disposed for taxes

Rhea-AI Filing Summary

Banc of California, Inc. Chief Financial Officer Joseph Kauder reported tax-related share dispositions tied to the vesting of a previously granted equity award. On February 27, 3,620 common shares were disposed of at $19.78 per share, and on February 28, 3,329 shares were disposed of at $18.47 per share to satisfy tax liabilities.

After these transactions, Kauder directly owned 65,805 common shares, which include 128 shares acquired through the company’s dividend reinvestment plan. He also indirectly owned 6,917 shares held by the Joseph and Catherine Kauder Revocable Trust.

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

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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^*

Kauder Joseph

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		F(1)		3,620	D	$19.78	75,923	D
Common Stock	02/28/2026		F(1)		3,329	D	$18.47	65,805(2)	D
Common Stock								6,917(3)	I	Joseph and Catherine Kauder Revocable Trust

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. Shares disposed to satisfy the Reporting Person's tax liability incurred by the vesting of a previously granted award.

2. Amount reported includes 128 shares of the Issuer's common stock acquired pursuant to Issuer's Dividend Reinvestment Plan.

3. Amount reported includes 6,917 shares transferred into the Joseph and Catherine Kauder Revocable Trust previously reported as directly held.

Remarks:

	/s/ Ido Dotan, Attorney-in-Fact for Joseph Kauder	03/03/2026
	** 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).
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FAQ

What insider transactions did BANC CFO Joseph Kauder report on this Form 4?

Joseph Kauder reported two tax-withholding dispositions of Banc of California common stock. On February 27, 3,620 shares were disposed at $19.78 per share, and on February 28, 3,329 shares were disposed at $18.47 per share to cover tax liabilities from a vested award.

Were Joseph Kauder’s BANC stock transactions open-market sales?

The reported BANC stock transactions were not open-market sales. Both were coded as “F” transactions, meaning shares were disposed of to satisfy tax liabilities arising from the vesting of a previously granted equity award, rather than discretionary share sales on the open market.

How many Banc of California shares does BANC CFO Joseph Kauder own after these transactions?

After the reported dispositions, Joseph Kauder directly owned 65,805 Banc of California common shares. This figure includes 128 shares acquired through the company’s dividend reinvestment plan. He also indirectly owned 6,917 additional shares held in the Joseph and Catherine Kauder Revocable Trust.

What does transaction code F mean in the BANC Form 4 for Joseph Kauder?

Transaction code F on the BANC Form 4 indicates shares were disposed to pay an exercise price or tax liability. For Joseph Kauder, the footnote explains the shares were withheld specifically to satisfy tax obligations triggered by the vesting of a previously granted equity award.

What is the role of the Joseph and Catherine Kauder Revocable Trust in BANC share ownership?

The Joseph and Catherine Kauder Revocable Trust holds 6,917 Banc of California common shares as indirect ownership for Joseph Kauder. A footnote explains these shares were transferred into the trust and were previously reported as directly held, clarifying the change in how ownership is classified.

At what prices were Joseph Kauder’s Banc of California shares disposed of for taxes?

Kauder’s tax-withholding dispositions occurred at two prices. On February 27, 3,620 shares were disposed of at $19.78 per share. On February 28, 3,329 shares were disposed of at $18.47 per share, reflecting the share values used to cover his tax liabilities.