Banc of California (BANC) CEO gets 87,923 RSUs, with tax shares withheld

Rhea-AI Filing Summary

Banc of California, Inc. Chairman and CEO Jared M. Wolff reported a grant of 87,923 restricted stock units of common stock. According to the filing, these units will vest annually in substantially equal installments over three years beginning on February 28, 2027, with shares issued upon vesting.

On the previous day, 4,660 shares of common stock were disposed of to satisfy Wolff’s tax liability from the vesting of an earlier award, at a reported price of $20.07 per share. The filing also notes indirect ownership by the Wolff Family Trust, which includes shares transferred from direct holdings and shares acquired through a dividend reinvestment plan.

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^*

WOLFF JARED M

(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
X	Officer (give title below)		Other (specify below)
	CHAIRMAN AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		F(1)		4,660	D	$20.07	155,055	D
Common Stock	02/24/2026		A(2)		87,923	A	$0.00	242,978	D
Common Stock								321,635(3)	I	By the Wolff Family 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. 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.

3. Amount reported includes 39,231 shares transferred into the Wolff Family Trust previously reported as directly held. Amount reported also includes 8,004 shares of the Issuer's common stock acquired pursuant to a broker-administered dividend reinvestment plan.

Remarks:

	/s/ Ido Dotan, Attorney-in-Fact for Jared M Wolff	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 insider transactions did BANC CEO Jared Wolff report on this Form 4?

Jared Wolff reported receiving a grant of 87,923 restricted stock units that will vest over three years and a disposition of 4,660 shares to cover tax liabilities from a prior award’s vesting.

How will Jared Wolff’s new BANC restricted stock units vest?

The 87,923 restricted stock units granted to Jared Wolff will vest annually in substantially equal installments over three years, starting on February 28, 2027, with common shares issued upon each vesting date.

Was the 4,660-share disposition by BANC’s CEO an open-market sale?

No. The 4,660 shares were disposed of solely to satisfy Jared Wolff’s tax liability arising from the vesting of a previously granted award, rather than representing a discretionary open-market sale.

What indirect BANC shareholdings does the Wolff Family Trust hold?

The Wolff Family Trust holds BANC shares indirectly for Jared Wolff, including 39,231 shares transferred from direct ownership and 8,004 shares acquired through a broker-administered dividend reinvestment plan, as described in the filing footnotes.

What role does Jared Wolff hold at Banc of California (BANC)?

Jared M. Wolff serves as Chairman and CEO of Banc of California, Inc., and the reported Form 4 transactions relate to his equity compensation and associated tax-withholding disposition of company common stock.