8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 09, 2022

BANC OF CALIFORNIA, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (855) 361-2262

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Securities registered pursuant to Section 12(b) of the Act:

Item 7.01    Regulation FD Disclosure.

On February 9, 2022, Banc of California, Inc. (the “Company”) announced that it is calling for redemption all 98,702 outstanding shares of its Series E Preferred Stock, which will result in the simultaneous redemption of all 3,948,105 of the outstanding related depositary shares (the “Series E Depositary Shares”), each representing a 1/40th interest in a share of Series E Preferred Stock, at a redemption price of $25 per Series E Depositary Share ($98,702,625.00 in the aggregate). The redemption will occur on March 15, 2022.

In the same press release, the Company announced its regular quarterly dividends on its common stock and Series E Preferred Stock.

A copy of the press release issued by the Company announcing the redemption and dividends is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)     Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BANC OF CALIFORNIA, INC.

Document

Banc of California Announces Redemption of Series E Preferred Stock and Quarterly Dividends

SANTA ANA, Calif., (February 9, 2022) – Banc of California, Inc. (NYSE: BANC) today announced that it will redeem on March 15, 2022 all of its outstanding 7.00% Non-Cumulative Perpetual Preferred Stock, Series E, par value $0.01 per share (the “Series E Preferred Stock”), and the corresponding depositary shares, each representing a 1/40th interest in a share of the Series E Preferred Stock (the “Series E Depositary Shares”). In addition, Banc of California announced that its Board of Directors has declared a quarterly cash dividend of $0.06 per share on its outstanding common stock and a quarterly dividend of $0.4375 per depositary share on its 7.00% Series E Preferred Stock.

Redemption of Series E Preferred Stock

The Series E Preferred Stock will be redeemed at a redemption price per share equal to $1,000 (equivalent to $25 per Series E Depositary Share). Because the redemption date is also a dividend payment date, the redemption price does not include any declared and unpaid dividends. The regular quarterly dividend, in an amount equal to $17.50 per share of Series E Preferred Stock (equivalent to $0.4375 per Series E Depositary Share), for the full current quarterly dividend period from, and including, December 15, 2021 to, but excluding, March 15, 2022 will be paid separately in the customary manner on March 15, 2022 to holders of record as of February 25, 2022.

The Series E Depositary Shares (NYSE: BANC-E; CUSIP No. 05990K874) are held in book-entry form through The Depository Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Upon redemption, the Series E Preferred Stock and the Series E Depositary Shares will no longer be outstanding and all rights with respect to such stock and depositary shares will cease and terminate, except the right to payment of the redemption price. Also upon redemption, the Series E Depositary Shares will be delisted from trading on the New York Stock Exchange.

Payment to DTC will be made by Computershare Trust Company, N.A. (“Computershare”), Banc of California’s redemption agent for the Series E Depositary Shares. Questions regarding redemption of the Series E Depositary Shares or the procedures therefor may be referred to Computershare at 150 Royall Street, Canton, MA 02021, Attention: Corporate Actions.

This news release does not constitute a notice of redemption under the certificate of designations governing the Series E Preferred Stock or the deposit agreement governing the Series E Depositary Shares and is qualified in its entirety by reference to the notice of redemption issued by Banc of California.

Quarterly Dividend

In addition to the redemption of the Series E Preferred Stock, the Board of Directors has declared a quarterly cash dividend of $0.06 per share on its outstanding common stock. The dividend will be payable on April 1, 2022 to stockholders of record as of March 15, 2022.

Banc of California maintains a Dividend Reinvestment Plan (DRIP) which allows stockholders to automatically acquire shares at a 3% discount from the applicable market price. All registered stockholders with holdings maintained at the Company's transfer agent, Computershare, are eligible to participate in the DRIP program. For more information on the Company's DRIP program, please contact Investor Relations at IR@bancofcal.com or (855) 361-2262.

As noted above, the Board of Directors also declared a quarterly dividend of $0.4375 per depositary share on the Company's Series E Preferred Stock. The dividend will be payable on March 15, 2022 to holders of record as of February 25, 2022. The Series E Depositary Shares are traded on the New York Stock Exchange under the “BANC PRE” symbol.

3 MacArthur Place Santa Ana, CA 92707 (949) 236-5250 www.bancofcal.com

About Banc of California, Inc.

Banc of California, Inc. (NYSE: BANC) is a bank holding company with $9.4 billion in assets at December 31, 2021 and one wholly-owned banking subsidiary, Banc of California, N.A. (the Bank). The Bank has 37 offices including 32 full-service branches located throughout Southern California. Through our dedicated professionals, we provide customized and innovative banking and lending solutions to businesses, entrepreneurs and individuals throughout California. We help to improve the communities where we live and work, by supporting organizations that provide financial literacy and job training, small business support and affordable housing. With a commitment to service and to building enduring relationships, we provide a higher standard of banking. We look forward to helping you achieve your goals. For more information, please visit us at www.bancofcal.com.

3 MacArthur Place Santa Ana, CA 92707 (949) 236-5250 www.bancofcal.com