S-3ASR 1 ny20066096x1_s3asr.htm S-3ASR

As filed with the Securities and Exchange Commission on March 2, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BANC OF CALIFORNIA, INC.

(Exact name of registrant as specified in its charter)


Maryland			04-3639825
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

11611 San Vicente Boulevard, Suite 500

Los Angeles, CA 90049

(855) 361-2262

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ido Dotan

Executive Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary

Banc of California, Inc.

3 MacArthur Place

Santa Ana, California 92707

(855) 361-2262 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy of communications to:

Edgar J. Lewandowski

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act.


			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


SEC registration fee			*
Blue Sky fees and expenses			**
Rating agency fees			**
Legal fees and expenses			**
Accounting fees and expenses			**
Trustee fees and expenses			**
Printing and engraving fees and expenses			**
Miscellaneous			**
Total			**


EXHIBIT NO.			DESCRIPTION
1.1			Form of Underwriting Agreement for any offering of securities⁽¹⁾
4.1			Third Articles of Restatement of the Charter of the Registrant (Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed on February 29, 2024 and incorporated herein by reference)
4.2			Sixth Amended and Restated Bylaws of the Registrant (Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 15, 2023 and incorporated herein by reference)
4.3			Senior Debt Securities Indenture, dated as of April 23, 2012, between the Registrant and U.S. Bank National Association, as Trustee (Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 23, 2012 and incorporated herein by reference)
4.4			Indenture, dated as of October 30, 2020, by and between the Registrant and U.S. Bank National Association, as trustee (Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on October 30, 2020 and incorporated herein by reference)
4.5			Form of Indenture for Senior Debt Securities (Exhibit 4.7 to the Registrant’s Registration Statement on Form S-3, Registration No. 333-270328 filed on March 7, 2023 and incorporated herein by reference)
4.6			Form of Senior Debt Securities⁽¹⁾
4.7			Form of Subordinated Debt Securities⁽¹⁾
4.8			Form of Articles Supplementary for Preferred Stock⁽¹⁾
4.9			Form of Deposit Agreement for Depositary Shares⁽¹⁾
4.10			Form of Purchase Contract⁽¹⁾
4.11			Form of Warrant Agreement⁽¹⁾
4.12			Form of Unit Agreement⁽¹⁾
5.1			Opinion of Silver, Freedman, Taff & Tiernan LLP
5.2			Opinion of Simpson Thacher & Bartlett LLP
23.1			Consent of Silver, Freedman, Taff & Tiernan LLP (included in Exhibit 5.1)
23.2			Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.2)
23.3			Consent of Ernst & Young LLP
23.4			Consent of KPMG LLP
24.1			Powers of attorney (included on the signature page)
25.1			Form T-1 Statement of Eligibility of Trustee under the Senior Indenture⁽²⁾
25.2			Form T-1 Statement of Eligibility of Trustee under the Subordinated Indenture
107			Filing Fee Table


BANC OF CALIFORNIA, INC.

By:			/s/ Joseph Kauder
			Joseph Kauder
			Executive Vice President and Chief Financial Officer
			(Duly Authorized Representative)


Date: March 2, 2026			/s/ Jared M. Wolf
			Jared M. Wolff
			Chairman of the Board of Directors, President and Chief Executive Officer
			(Principal Executive Officer)

Date: March 2, 2026			/s/ Joseph Kauder
			Joseph Kauder
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)

Date: March 2, 2026			/s/ Karen Hon
			Karen Hon
			Executive Vice President and Chief Accounting Officer
			(Principal Accounting Officer)

Date: March 2, 2026			/s/ James A. “Conan” Barker
			James A. “Conan” Barker
			Director

Date: March 2, 2026			/s/ Paul R. Burke
			Paul R. Burke
			Director

Date: March 2, 2026			/s/ Mary A. Curran
			Mary A. Curran
			Director

Date: March 2, 2026			/s/ John M. Eggemeyer
			John M. Eggemeyer
			Vice Chairman of the Board of Directors, Lead Independent Director

Date: March 2, 2026			/s/ Shannon F. Eusey
			Shannon F. Eusey
			Director

Date: March 2, 2026			/s/ Richard J. Lashley
			Richard J. Lashley
			Director


Date: March 2, 2026			/s/ Susan E. Lester
			Susan E. Lester
			Director

Date: March 2, 2026			/s/ Joseph J. Rice
			Joseph J. Rice
			Director

Date: March 2, 2026			/s/ Todd Schell
			Todd Schell
			Director

Date: March 2, 2026			/s/ Vania E. Schlogel
			Vania E. Schlogel
			Director

Date: March 2, 2026			/s/ Andrew Thau
			Andrew Thau
			Director

SEC Form S-3ASR filed by Banc of California Inc.