Was the BANC CRO’s share disposition a normal sale or tax withholding?

The 943-share disposition was for tax withholding, not an open-market sale. Shares were delivered to satisfy the executive’s tax liability incurred from the vesting of a previously granted award, as specifically described in the filing’s footnote.

BANC of California (NYSE: BANC) CRO gets 13,222 RSUs, 943 shares withheld for taxes

Filing Impact

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

BANC OF CALIFORNIA, INC. reported insider equity activity by its Chief Risk Officer, Lindsay Olivia I. She received a grant of 13,222 shares of common stock in the form of restricted stock units at a stated price of $0.00 per share.

In a separate transaction, 943 shares of common stock at $20.07 per share were disposed of to satisfy her tax liability arising from the vesting of a previously granted award. The new restricted stock units will be settled in shares upon vesting and are scheduled to vest annually in substantially equal installments over three years beginning on February 28, 2027.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Lindsay Olivia I

Role CHIEF RISK OFFICER

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	13,222	$0.00	--
Tax Withholding	Common Stock	943	$20.07	$19K

Holdings After Transaction: Common Stock — 43,181 shares (Direct)

Footnotes (1)

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/25/2026 - 04:15 PM

FAQ

What insider transactions did BANC (BANC OF CALIFORNIA, INC.) report for Lindsay Olivia I?

BANC reported two transactions for Chief Risk Officer Lindsay Olivia I. She received 13,222 restricted stock units as a grant and separately disposed of 943 shares to cover tax obligations tied to an earlier award vesting, both involving the company’s common stock.

How many BANC restricted stock units were granted to the Chief Risk Officer?

The Chief Risk Officer received a grant of 13,222 restricted stock units tied to BANC common stock. These units will convert into shares upon vesting, giving equity-based compensation over time rather than an immediate cash payment or unrestricted stock.

What is the vesting schedule for the new BANC restricted stock units?

The 13,222 restricted stock units will vest over three years. Vesting occurs annually in substantially equal installments starting February 28, 2027, meaning shares will be issued in stages rather than all at once, aligning compensation with longer-term service.

Did the BANC CRO pay anything for the newly granted restricted stock units?

The filing lists a price of $0.00 per share for the 13,222 restricted stock units. This indicates they were granted as compensation, with value realized through future share issuance upon vesting instead of an upfront purchase by the executive.

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^*

Lindsay Olivia I

(Last)

(First)

(Middle)

C/O BANC OF CALIFORNIA, INC.

3 MACARTHUR PLACE

(Street)

SANTA ANA

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 RISK OFFICER

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/23/2026		F⁽¹⁾		943	D	$20.07	29,959	D
Common Stock	02/24/2026		A⁽²⁾		13,222	A	$0.00	43,181	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

Remarks:

	/s/ Ido Dotan, Attorney-in-Fact for Olivia I Lindsay	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).
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.

Source: View Original Filing on SEC EDGAR