Material Event (Form 8-K)

Item 8.01.

Other Events.

On March 2, 2026, Banc of California, Inc. (the "Company") filed a new universal shelf registration statement on Form S-3 (File No. 333-293930) (the "2026 Registration Statement"), with the Securities and Exchange Commission (the "SEC"), which became immediately effective upon filing and which replaced the Company's universal shelf registration statement on Form S-3 (File No. 333-270328) that was filed with the SEC on March 7, 2023 (the "2023 Registration Statement"). In connection with filing the 2026 Registration Statement, on March 6, 2026, the Company also filed a prospectus supplement (the "Resale Prospectus"), relating to the resale from time to time by certain selling stockholders of shares of the Company's voting common stock that were previously covered by a prospectus supplement filed by the Company with the SEC on March 1, 2024 under the 2023 Registration Statement. The Resale Prospectus was filed pursuant to the requirements of the Registration Rights Agreement, dated as of November 30, 2023, between the Company and certain selling stockholders, which requires the Company to keep a shelf registration statement available for so long as registrable securities remain outstanding.

Attached as Exhibit 5.1 to this Current Report on Form 8-K is a copy of a legal opinion relating to the Resale Prospectus, which is incorporated by reference into the 2026 Registration Statement.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.