BANC OF CALIFORNIA (BANC) grants CAO RSUs and 40,000 performance units

Rhea-AI Filing Summary

Hon Karen reported acquisition or exercise transactions in this Form 4 filing.

BANC OF CALIFORNIA, INC. chief accounting officer Karen Hon received equity awards consisting of 40,000 performance-based stock units and 11,215 restricted stock units on February 24, 2026. The restricted stock units will vest in three equal annual installments starting on February 28, 2027, with shares issued upon vesting.

The performance-based stock units will result in shares being issued only if the company’s common stock reaches a twenty-day volume-weighted average price of $28.73 per share by no later than May 23, 2028 and if Hon remains in service through that date.

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^*

Hon Karen

(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 ACCOUNTING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		A(1)		11,215	A	$0.00	22,035	D

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
Performance Stock Units	(2)	02/24/2026		A(2)		40,000		(2)	05/23/2028(2)	Common Stock	40,000	$0.00	40,000	D

Explanation of Responses:

1. Represents grant of restricted stock units. Shares will be issued upon vesting and will vest annually, in substantially equal installments, over a three-year period beginning on February 28, 2027.

2. Represents grant of performance-based restricted stock units. Shares will be issued upon achievement of both (a) Issuer's common stock achieving a twenty-day Volume-Weighted Average Price of $28.73 per share by no later than May 23, 2028, and (b) the Reporting Persons' continued service through May 23, 2028.

Remarks:

	/s/ Ido Dotan, Attorney-in-Fact for Karen Hon	02/25/2026
	** 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 equity awards did BANC (BANC) grant to its chief accounting officer?

BANC granted Karen Hon 40,000 performance-based stock units and 11,215 restricted stock units. These awards were made on February 24, 2026, and are part of her equity-based compensation, subject to time-based vesting and specific stock price performance conditions.

How do the new restricted stock units for BANC (BANC) vest?

The 11,215 restricted stock units vest annually in substantially equal installments over three years. Vesting begins on February 28, 2027, with shares of common stock issued upon each vesting date, aligning compensation with continued employment at BANC OF CALIFORNIA, INC.

What conditions apply to the performance stock units granted by BANC (BANC)?

The 40,000 performance-based restricted stock units vest only if BANC’s common stock achieves a twenty-day volume-weighted average price of $28.73 per share by May 23, 2028 and Karen Hon remains in service through that date, tying value to both performance and tenure.

Does the Form 4 for BANC (BANC) indicate any insider share sales?

The Form 4 reports only equity awards classified as acquisitions, not sales. It shows grants of restricted stock units and performance-based units to the chief accounting officer, with zero purchase price and vesting or performance conditions before shares are actually issued.

How many BANC (BANC) common shares does the officer hold after these awards?

Following the grant of restricted stock units, the reporting person is shown holding 22,035 shares of common stock. These figures reflect direct ownership reported in the filing and do not include the unvested or unearned units that may convert into shares later.

Why are BANC (BANC) performance stock units important for investors to note?

Performance stock units link executive compensation to specific share price targets and service conditions. For BANC, 40,000 units only pay out if the stock sustains a $28.73 twenty-day VWAP by May 23, 2028, reinforcing long-term performance incentives for senior management.