424B7 1 ny20066096x2_424b7.htm 424B7

Filed Pursuant to Rule 424(b)(7)

Registration No. 333-293930

PROSPECTUS SUPPLEMENT

(To Prospectus Dated March 2, 2026)

20,323,171 Shares

BANC OF CALIFORNIA, INC.

Voting Common Stock

This prospectus supplement relates to the potential resale from time to time of up to 20,323,171 shares of our voting common stock, par value $0.01 per share (“voting common stock”), by the selling stockholders identified in this prospectus supplement. We are registering the offer and sale of the shares of voting common stock pursuant to the Investment Agreements and the Registration Rights Agreement (each as defined below) we have entered into with the selling stockholders.

The selling stockholders may offer, sell or otherwise dispose of all or a portion of the securities hereby registered on any stock exchange, market or trading facility on which the voting common stock is traded or through private transactions at prevailing market prices or at negotiated prices determined at the time of any such offering, sale or other disposition directly by the selling stockholders or alternatively through underwriters, broker-dealers or agents or otherwise as permitted by law. See “Plan of Distribution” beginning on page S-11 of this prospectus supplement for more information about how the selling stockholders may sell or dispose of their shares of voting common stock. The registration of the shares covered by this prospectus supplement does not necessarily mean that any of the shares will be sold by the selling stockholders under this prospectus supplement or otherwise at any particular time or in any particular amount. At a time a particular offering of shares of our voting common stock is made, an additional prospectus supplement may be filed to add, update or change information contained in this prospectus supplement.

We are not selling any shares of voting common stock under this prospectus supplement and will not receive any proceeds from the sale of shares of voting common stock by the selling stockholders.

Our voting common stock is listed on the New York Stock Exchange under the symbol “BANC.” The closing price of our voting common stock, as reported on the New York Stock Exchange on March 5, 2026, was $17.87.

Our principal executive office is located at 11611 San Vicente Boulevard, Suite 500, Los Angeles, California, 90049, and our telephone number is (855) 361-2262.

Investing in the offered securities involves risks. See the section entitled “Risk Factors” beginning on page S-5 of this prospectus supplement and in the accompanying prospectus and in the documents incorporated by reference herein and therein.

These securities are our equity securities and are not savings accounts, deposits, or other obligations of any of our bank or nonbank subsidiaries and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is March 6, 2026


			Page
About This Prospectus Supplement			S-1
Where You Can Find More Information			S-2
Forward-Looking Statements			S-3
Prospectus Supplement Summary			S-4
Risk Factors			S-5
Use of Proceeds			S-7
Selling Stockholders			S-8
Plan of Distribution			S-11
Legal Matters			S-13
Experts			S-13


			Page
About This Prospectus			1
Where You Can Find More Information			2
Forward-Looking Statements			3
Prospectus Summary			4
Risk Factors			6
Banc of California, Inc.			7
Use of Proceeds			8
Description of Debt Securities			9
Description of Common Stock And Preferred Stock			18
Description of Depositary Shares			25
Description of Purchase Contracts			28
Description of Warrants			29
Description of Rights			30
Description of Units			31
Description of Global Securities			32
Plan of Distribution			34
Legal Matters			36
Experts			36


	Shares of Voting Common Stock Beneficially Owned Prior to Offering		Shares of Non-Voting Common Equivalent Stock Beneficially Owned Prior to Offering		Shares of Voting Common Stock Registered	Shares of Voting Common Stock Beneficially Owned After Offering
Name of Selling Stockholder	Number	% of Voting Common Stock	Number	% of Non- Voting Common Equivalent Stock	Number	Number	%
Warburg Investors⁽¹⁾	2,640,244	1.7	14,634,147	100	17,274,391	—	—
Centerbridge Investor⁽²⁾	3,048,780	1.9	—	—	3,048,780	—	—

SEC Form 424B7 filed by Banc of California Inc.