DEF 14A of Banc Of California, Inc., Mar 26, 2026

DEF 14A of Banc Of California, Inc.

Filed Mar 26, 2026 · FY20250001628280-26-021447

Open on EDGAR

  1. 24 Director Compensation

    24 Director Compensation 24 Overview 24 Current Non-Employee Director Compensation Program 25 Employee Directors 25 2025 Summary Table of Director Compensation

  2. 57 2025 Grants of Plan-Based Awards

    57 2025 Grants of Plan-Based Awards

  3. 58 Outstanding Equity Awards at December 31, 2025

    58 Outstanding Equity Awards at December 31, 2025

  4. 61 Employment Agreements

    61 Employment Agreements

  5. 62 Summary of Benefits and Potential Payments Upon Termination of Employment or Change in Control

    62 Summary of Benefits and Potential Payments Upon Termination of Employment or Change in Control 64 Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2025

  6. 62 Summary of Benefits and Potential Payments Upon Termination of Employment or Change in Control

    | TOC i | Banc of California | Annual Proxy Statement | 2026 |

  7. 67 Chief Executive Officer Pay Ratio

    67 Chief Executive Officer Pay Ratio

  8. 96 Appendix B - Second Amended and Restated Banc of California, Inc. 2018 Omnibus Stock Incentive Plan

    96 Appendix B - Second Amended and Restated Banc of California, Inc. 2018 Omnibus Stock Incentive Plan

  9. 96 Appendix B - Second Amended and Restated Banc of California, Inc. 2018 Omnibus Stock Incentive Plan

    | TOC ii | Banc of California | Annual Proxy Statement | 2026 |

  10. Election of Directors | Board Overview

    Election of Directors | Board Overview The Company’s Board of Directors currently consists of 12 directors, which will be reduced to ten directors following the Annual Meeting. At the unanimous recommendation of the Compensation, Nominating and Corporate Governance Committee (CNG Committee), the Board has nominated for re-election the following current directors of the Company, each for a one-year term that will expire at the 2027 annual meeting of stockholders: Mr. Barker, Mr. Burke, Ms. Curran, Mr. Eggemeyer, Ms. Eusey, Ms. Lester, Mr. Rice, Ms. Schlogel, Mr. Thau, and Mr. Wolff. See the Nominees for Director at the Annual Meeting section in this proxy statement. Messrs. Lashley and Schell will be retiring from the Board at the expiration of their current terms.

  11. Current Board of Directors

    Current Board of Directors Details about the current Board of Directors, including committee memberships, are reflected in the following table.

  12. Current Board of Directors

    | Name | Age(1) | Director Since | | Committee Memberships | | | | | | | | Principal Occupation | A | CNG | FC | ER | | Barker, James A. “Conan” | 60 | 2019 | Founder and Board Member, Velocity Vehicle Group | M | | M | | | Burke, Paul R. | 63 | 2023 | Officer and Director, Northaven Management, Inc. | | M | M | | | Curran, Mary A. | 69 | 2017 | Former Executive Vice President and Corporate Banking Chief Risk Officer, MUFG Union Bank | | M | | C | | Eggemeyer, John M. | 80 | 2023 | Founder and Managing Principal, Castle Creek Capital LLC | | M | M | | | Eusey, Shannon F. | 56 | 2021 | Chief Executive Officer, Beacon Pointe Advisors | | M | | M | | Lashley, Richard J. | 67 | 2017 | Principal and Managing Member, PL Capital Advisors, LLC | M | | M | | | Lester, Susan E. | 69 | 2023 | Former Chief Financial Officer of U.S. Bancorp and HomeSide Lending, Inc. | C | | | M | | Rice, Joseph J. | 61 | 2023 | Chief Financial Officer and Executive Vice President of Operations, Nammi Therapeutics, Inc.; former Chief Credit Officer, Wells Fargo | M | | | M | | Schell, Todd | 38 | 2023 | Managing Director, Warburg Pincus LLC | M | | M | | | Schlogel, Vania E. | 42 | 2021 | Managing Partner and Founder, Atwater Capital LLC | M | M | | | | Thau, Andrew | 60 | 2019 | Founder, Lawridge Drive Advisory Group; former Chief Operating Officer and General Counsel, United Talent Agency | | C | | M | | Wolff, Jared M. | 56 | 2019 | Chairman, Chief Executive Officer and President, Banc of California, Inc. and Chief Executive Officer and Chairman, Banc of California | | | C | M | | (1) As of March 26, 2026 | | | | | | | | | A – Audit Committee | | | | | | | | | FC – Finance Committee | | | | | | | | | CNG – Compensation, Nominating and Corporate Governance Committee | | | | | | | | | ER – Enterprise Risk Committee | | | | | | | | | C – Chair | | | | | | | | | M – Member | | | | | | | |

  13. Current Board of Directors

    | 6 | Banc of California | Annual Proxy Statement | 2026 |

  14. Summary of Director Nominees' Qualifications and Experience

    Summary of Director Nominees' Qualifications and Experience The chart below summarizes the key qualifications and skills each of our director nominees possesses that were most relevant to the decision to nominate him or her to serve on the Board. The lack of a mark does not mean the director does not possess that qualification or skill; rather, a mark indicates a specific area of focus or expertise on which the Board relies most heavily. Each director’s biography describes these qualifications and relevant experience in more detail.

  15. Summary of Director Nominees' Qualifications and Experience

    | 7 | Banc of California | Annual Proxy Statement | 2026 |

  16. Board Composition

    Board Composition Our Board is composed of directors who actively contribute to the evolving needs of the Company with a broad range of perspectives, while maintaining the invaluable institutional knowledge brought by more tenured directors. Assuming the election of all of our director nominees, our Board will be forty percent female and will have an average age of 61 years old. The charts below illustrate the composition of our Board following the Annual Meeting, assuming the election of all of our director nominees.

  17. Board Composition

    | 5.2 years Average Director Tenure |

  18. Board Composition

    | 9 out of 10 Directors are Independent |

  19. Director Nominations and Proposals by Stockholders

    Director Nominations and Proposals by Stockholders Director nominations by stockholders and stockholder proposals must be made pursuant to timely notice in writing to the Corporate Secretary, as set forth in and in accordance with Section 1.09 of the Company’s bylaws. A stockholder’s notice must be received by the Company not less than 90 days, nor more than 120 days, prior to the first anniversary of the preceding year’s annual meeting to be considered timely. If, however, the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the prior year’s date, notice by the stockholder must be delivered not earlier than 120 days prior to the date of the meeting and not later than the close of business on the later of the 90th day prior to the date of the meeting or the 10th day following the day on which notice of the date of the meeting was mailed or public announcement of the date of the meeting was first made. The stockholder’s notice must also include the information set forth in Section 1.09 of the Company’s bylaws.

  20. Director Nominations and Proposals by Stockholders

    | 8 | Banc of California | Annual Proxy Statement | 2026 |

  21. Nominees for Director at the Annual Meeting

    Nominees for Director at the Annual Meeting At the unanimous recommendation of the CNG Committee, the Board has nominated James A. “Conan” Barker, Paul R. Burke, Mary A. Curran, John M. Eggemeyer, Shannon F. Eusey, Susan E. Lester, Joseph J. Rice, Vania E. Schlogel, Andrew Thau, and Jared M. Wolff for election, each for a one-year term. Each nominee has consented to being named as a director nominee in this proxy statement and agreed to serve if elected. Further, except for Mr. Wolff, each qualifies as an independent director under the Corporate Governance Listing standards of the New York Stock Exchange (NYSE), as applied in accordance with the Company’s Corporate Governance Guidelines. Set forth below is information about the director nominees, including their principal occupation, business experience and qualifications to serve on the Board of Directors.

  22. Nominees for Director at the Annual Meeting

    | | The Board of Directors unanimously recommends that you vote "FOR" each of the director nominees. |

  23. Nominees for Director at the Annual Meeting

    | 9 | Banc of California | Annual Proxy Statement | 2026 |

  24. Director Nominees

    Director Nominees

  25. Director Nominees

    | | James A. “Conan” Barker — Mr. Barker has over 30 years of experience in corporate strategy, private equity, and management of large corporate enterprises. Mr. Barker is an owner and Director of Velocity Vehicle Group, where he served as founder and Co-President from 1998-2024. VVG is a privately owned group of companies that serve the truck, bus, and capital equipment finance markets in the US, Canada, Mexico, and Australia with revenues in excess of $3 billion. Mr. Barker is also a board member and 50% owner of Velocity SBA, a nonbank small business lending company in the United States licensed to originate loans under the Small Business Administration’s 7(a) program. From 1994 through 1997, Mr. Barker worked in Palo Alto, California for HAL Investments Inc., a private equity investment firm with holdings in real estate, maritime, and industrial interests. From 1991 to 1994, Mr. Barker worked in the corporate strategy department of Sea Containers, Inc. in London, England setting business strategies for the multinational transportation and hotel conglomerate. In addition, from 1988 to 1991, Mr. Barker worked for the Boston Consulting Group in the San Francisco and Chicago offices, assisting Fortune 500 firms on corporate strategy initiatives. Mr. Barker received his Bachelor's degree in Economics and Master’s in East Asian Studies from Stanford University and has lived in Southern California for 28 years. Mr. Barker’s extensive experience in managing large corporate enterprises and his proficiency in corporate strategy and finance make him a valued member of the Board. Mr. Barker is one of the Company’s Board-designated “audit committee financial experts.” | | Independent Director Age: 60 Director Since: 2019 | |

  26. Director Nominees

    | | Paul R. Burke — Paul Burke is an officer and director of Northaven Management Inc., an investment management firm he co-founded in 1995 that focuses exclusively on equity investments in the financial services industry. In addition to his duties at Northaven, Mr. Burke was a director of PacWest Bancorp and Pacific Western Bank from 2015 to 2023, where he served on the Audit, Risk, CNG, ALM, Finance, and Executive Committees at various times. Mr. Burke previously served as a managing director and board member of Kilowatt Labs Inc., which later merged with Enercap Holdings Pte. Ltd., a Singapore-based holding company. He also served as a director of the private insurance brokerage firm Kinloch Holdings Inc. (and its successor, Optisure Risk Holdings), where he served as its chairman, president, and acting chief executive officer. Mr. Burke has served on a number of public and private boards, including the boards of PacWest Bancorp, Square 1 Financial Inc. and Eastern Insurance Holdings Inc. Most recently, he has been acting as chief financial officer of Essence Global Group and its affiliated companies, supporting its formation and growth. Essence Global Group is developing a portfolio of related technologies focused primarily on the energy and renewable energy sectors. Prior to co-founding Northaven Management, Mr. Burke spent 10 years in corporate finance and mergers and acquisitions for Bankers Trust Company. During that time, he was responsible for the origination and execution of mergers and acquisitions, restructurings, and principal transactions for a wide array of financial services firms. Mr. Burke earned his MBA from Columbia Business School and his Bachelor's degree in Economics from Columbia University. His professional experience in the financial services industry and mergers and acquisitions makes Mr. Burke a valued member of the Board. | | Independent Director Age: 63 Director Since: 2023 | |

  27. Director Nominees

    | 10 | Banc of California | Annual Proxy Statement | 2026 |

  28. Director Nominees

    | | Mary A. Curran — Ms. Curran spent 25 years at MUFG Union Bank, N.A., during which time she held several executive level positions, including Executive Vice President, Corporate Banking Chief Risk Officer from 2011 to 2014, and Executive Vice President, Head of The Private Bank at Union Bank from 2006 to 2011. During her time with Union Bank, Ms. Curran worked closely with its board and management to build an infrastructure focused on a strong, proactive, integrated and effective risk management system. Ms. Curran was also tasked with improving the performance of Union Bank’s Wealth Management practice, a business unit with offices throughout California, Washington and Oregon. Prior to 2006, she spent 17 years in leadership roles in commercial banking. Ms. Curran recently concluded service on the Board of Directors, Audit and Nominating and Corporate Governance Committees of Innovative Industrial Properties, Inc. (NYSE: IIPR). She also served on the Board of Directors, chairing the Audit Committee and serving on the Nominating Governance Committee for Hunter Industries Inc., a privately held global irrigation, landscape lighting and custom manufacturing company from 2016 until June 2025. Ms. Curran previously served as Chair of San Diego State University’s Campanile Foundation Board and Executive Committee, and as a member of the Board and Nominating and Governance Committee through December 2025. Previous board service also includes Chair of the California Bankers Association where she remains involved on the Banker Benefits Board. Ms. Curran is a NACD Governance Fellow, and holds a Bachelor of Science degree in Journalism from the University of Colorado, Boulder and a Master’s degree in business from San Diego State University. Ms. Curran’s broad range of experience in the financial services industry and community involvement, especially in California, as well as her prior business and leadership positions, have enhanced the Board’s perspective. Her leadership and knowledge, specifically in credit and risk management as Chair of the Enterprise Risk Committee, have been vital to the Company’s risk framework and objectives. | | Independent Director Age: 69 Director Since: 2017 | |

  29. Director Nominees

    | | John M. Eggemeyer — Mr. Eggemeyer has more than 40 years of experience in banking and has been involved in more than 75 bank acquisitions. Mr. Eggemeyer was elected as Vice Chairman and Lead Independent Director of the Company's board on May 7, 2025, after having served as Chair of the Company's board since November 30, 2023. Mr. Eggemeyer is the Founder of Castle Creek Capital® which has been an investor in the banking industry since 1990. The firm is currently one of the most active private equity investors in community banking. Mr. Eggemeyer has over 40 years of experience in banking and has been involved in more than 75 bank acquisitions. In 2006, the American Banker honored Mr. Eggemeyer as “Community Banker of the Year” for his success as a builder of community banking companies. Prior to founding Castle Creek, Mr. Eggemeyer spent nearly 20 years as a senior executive with some of the largest banking organizations in the U.S. with responsibilities across a broad spectrum of banking activities. Mr. Eggemeyer is currently Chairman of American Savings Bank, Vice Chairman of Banc of California, Inc., a Board member of Northpointe Bancshares, Inc. (NYSE: NPB), Primis Financial Corporation, and was a founder and Chairman of both PacWest Bancorp and Guaranty Bancorp. Previously, he was Chairman and Chief Executive Officer of White River Capital and a Board member of TCF Financial Corporation, Western Bancorp, The Bancorp Inc. and American Financial Realty. Mr. Eggemeyer is a Life Trustee of Northwestern University where he serves on the Investment Committee and is a past Trustee of the Bishop’s School of La Jolla, California and the Parent Advisory Board at Stanford University. Mr. Eggemeyer holds a Bachelor of Science degree from Northwestern University and an MBA from the University of Chicago. His broad range of professional experience in community banking and his dedication to serving the community have made him particularly well suited to lead the board as Vice Chairman. | | Independent Director Age: 80 Director Since: 2023 | |

  30. Director Nominees

    | 11 | Banc of California | Annual Proxy Statement | 2026 |

  31. Director Nominees

    | | Shannon F. Eusey — Ms. Eusey is the Chief Executive Officer of Beacon Pointe Advisors, which she co-founded in 2002. Beacon Pointe Advisors is one of the U.S.'s largest registered investment advisory firms specializing in full service financial planning serving foundations, retirement plans, and private wealth clients. From 1994 to 2002, Ms. Eusey served as Senior Managing Director and Portfolio Manager at Roxbury Capital Management, LLC, where she was responsible for socially responsible investments, asset allocation, as well as equity strategy for Roxbury’s Private Client Group. Ms. Eusey currently serves or has served on numerous boards and advisory boards, including Canaccord Genuity, Hoag Hospital, Kokosing, Viewpoint Ventures VC, the Charles Schwab Advisory Council. She has also served as Vice Chairman on the Board of Directors for the National Network to End Domestic Violence, as a Trustee for the Friends of the Girl Scouts Council of Orange County, and as a board member of the UCI Athletic Fund. Ms. Eusey is a graduate of University of California, Irvine where she played Division I volleyball. She received her MBA from the University of California, Los Angeles, Anderson School of Business. Ms. Eusey's leadership experience in building Beacon Pointe Advisors into a $55+ billion registered investment advisory firm, and her keen insights into talent management, operations, marketing, risk and technology, make her a valued member of our Board. | | Independent Director Age: 56 Director Since: 2021 | |

  32. Director Nominees

    | | Susan E. Lester — Ms. Lester has more than 30 years of banking and mortgage banking experience, including as Chief Financial Officer of U.S. Bancorp and HomeSide Lending Inc. She also held executive roles at Ernst & Young and Shawmut National Corporation. Prior to joining the Company’s Board in 2023, Ms. Lester was a director of PacWest Bancorp and Pacific Western Bank from 2003 to 2023. She chaired their respective audit committees and was a member of their respective executive and finance committees. In addition to her service on the Company’s Board, Ms. Lester serves on the board of The Options Clearing Corporation. Her prior board service has included Arctic Cat Inc. and Lender Processing Services Inc. Ms. Lester earned her MBA in finance from the University of Chicago Booth School of Business and her Bachelor’s degree in Accounting and Finance from the University of Dayton. Ms. Lester’s extensive experience in finance and risk management from her tenures at U.S. Bancorp and HomeSide Lending Inc. and service on numerous boards make her a valued member of the Board. Ms. Lester is one of the Company’s Board-designated “audit committee financial experts” and serves as Chair of the Audit Committee. | | Independent Director Age: 69 Director Since: 2023 | |

  33. Director Nominees

    | 12 | Banc of California | Annual Proxy Statement | 2026 |

  34. Director Nominees

    | | Joseph J. Rice — Mr. Rice, a 30-year veteran of the commercial banking industry, currently serves as the Chief Financial Officer and Executive Vice President of Operations for Nammi Therapeutics, Inc., a private biotechnology company headquartered in Los Angeles, California. Prior to joining his current employer, Mr. Rice retired from Wells Fargo Bank, N.A. (NYSE: WFC) after serving in numerous senior leadership roles, including as Chief Credit Officer and as Chief Operational Risk Officer. During his three-decade tenure at Wells Fargo Mr. Rice also led various special initiatives across a range of disciplines, including commercial lending and workouts, customer remediations, and operational resiliency. Mr. Rice also serves on the boards of nonprofit organizations, including The Music Center of Los Angeles County, and the Painted Turtle, a camp for children with serious medical conditions. A lifelong resident of California, Mr. Rice received his Bachelor of Science in Civil Engineering from the University of California, Los Angeles, and his MBA from the University of California, Berkeley. Mr. Rice’s extensive background in commercial banking risk management, combined with his leadership roles, make him a valuable member of the Board. Mr. Rice is one of the Company’s Board-designated “audit committee financial experts.” | | Independent Director Age: 61 Director Since: 2023 | |

  35. Director Nominees

    | | Vania E. Schlogel — Ms. Schlogel is Managing Partner and Founder of Atwater Capital, a media and entertainment sector-focused investment firm headquartered in Los Angeles, California. Prior to founding Atwater in 2017, Ms. Schlogel served as a senior executive at several leading companies, including as Chief Investment Officer of Roc Nation, and was a member of KKR's Private Equity team, where she specialized in the media sector and launched the Growth Equity division. Ms. Schlogel began her career in the Leveraged Finance and Capital Markets groups at Goldman Sachs in London and Los Angeles. Ms. Schlogel serves on a number of boards, including the Boards of Mediawan, France's leading film studio and wiip Productions, a Los Angeles-based film and TV studio. She was formerly Chairperson of Mediawan US, the holding company of Brad Pitt's Plan B Entertainment, the Chairperson of Epidemic Sound, a provider of royalty-free music, as well as Chairperson of LEONINE Studios, Germany's leading film and TV studio. She formerly served on the boards of BMG, the world's largest independent music publisher; Pets at Home, the largest U.K. retailer of pet supplies; and Freepik, the digital content platform. Ms. Schlogel is a graduate of UCLA, summa cum laude, with a Bachelor's degree in Business Economics and Minor in Accounting. Ms. Schlogel’s extensive expertise in finance, growth and private equity, along with her significant experience in media, entertainment and technology, make her a valued member of the Board. Ms. Schlogel is one of the Company’s Board-designated “audit committee financial experts.” | | Independent Director Age: 42 Director Since: 2021 | |

  36. Director Nominees

    | 13 | Banc of California | Annual Proxy Statement | 2026 |

  37. Director Nominees

    | | Andrew Thau — Mr. Thau spent 18 years at global talent and entertainment company United Talent Agency (UTA), during which time he held executive leadership positions, including as a Board member, Chief Operating Officer, and General Counsel. Mr. Thau departed UTA in 2025, where he was central to UTA’s operations, M&A and business expansion strategies amid a sea change across the entertainment, media and technology landscape. Mr. Thau was the first non-agent to be named to the UTA partnership in 2016 and its board of directors in 2018. Mr. Thau also served on UTA’s Audit Committee and as one of four managing directors responsible for overseeing UTA’s day-to-day business. Mr. Thau began his career at the Zalkin, Rodin and Goodman law firm in New York City, specializing in bankruptcy and corporate restructuring. Mr. Thau then moved to 20th Century Fox where he served as an attorney in the licensing/merchandising and filmed entertainment groups before taking on executive roles overseeing domestic and international cable television networks and businesses. Mr. Thau later led the content and technology venture Be Here as its Chief Executive Officer and subsequently helped launch and served as Chief Operating Officer of Network LIVE, a joint venture of AOL, XM Satellite Radio and AEG that broadcasted live music and entertainment events across all platforms. Mr. Thau recently formed Lawridge Drive Advisory Group where he is Founder and Chief Executive Officer. Mr. Thau is a graduate of George Washington University and the Benjamin N. Cardozo School of Law, and has served on the boards of multiple charitable organizations. He has lived in Southern California for 28 years. Mr. Thau’s extensive operational, legal and strategic experience from his senior leadership roles at UTA and various entertainment and technology ventures make him a valued member of the Board. Mr. Thau is Chair of the CNG Committee. | | Independent Director Age: 60 Director Since: 2019 | |

  38. Director Nominees

    | | Jared M. Wolff — Mr. Wolff has served as Chief Executive Officer and President of the Company and the Bank and as a director of the Company and Chairman of the Board of the Bank since 2019. Mr. Wolff was elected as Chairman of the Company’s Board in May 2025. Mr. Wolff is a veteran California banking executive with deep expertise in finance, law and risk management. He joined Banc of California from City National Bank, a Los Angeles-based regional bank and wholly owned subsidiary of Royal Bank of Canada, where he was Executive Vice President and General Counsel, and served on the bank’s executive committee. Prior to City National, Mr. Wolff was President and a member of the Board of Directors of Pacific Western Bank, a leading California-based commercial bank and wholly owned subsidiary of PacWest Bancorp. Mr. Wolff joined PacWest from the law firm Sullivan & Cromwell LLP. Mr. Wolff is a member of several professional and nonprofit organizations including the CEO Council of Los Angeles, the Economic Club of New York, the Board of Directors of the Mid-Size Bank Coalition of America, the Board of Governors of the Los Angeles Sports and Entertainment Commission and its leadership group ChampionLA, and the Young Presidents’ Organization. Mr. Wolff is also a member of Steadfast LA's coalition of civic and business leaders dedicated to accelerating the rebuilding of Los Angeles after the devastating January 2025 wildfires. Mr. Wolff received his Bachelor's degree from Duke University, his Master's degree in French Language and Literature from Middlebury College, and his law degree from the University of Michigan. | | Director Age: 56 Director Since: 2019 | |

  39. Director Nominees

    | 14 | Banc of California | Annual Proxy Statement | 2026 |

  40. Director Compensation

    Director Compensation

  41. Current Non-Employee Director Compensation Program

    Current Non-Employee Director Compensation Program The elements of the current compensation program for non-employee directors of the Company and the Bank are set forth in the table below.

  42. Current Non-Employee Director Compensation Program

    | Schedule of Current Director Fees | | | Compensation Element (1)(2)(3) | | | Annual Retainer | | | Cash Retainer | $80,000 | | Equity Award | $80,000 | | | Additional Compensation | | Chairman of the Board (4) | N/A | | Vice Chairman of the Board (5) | $85,000 | | Committee Chair | | | Audit | $20,000 | | Finance (6) | N/A | | Compensation, Nominating and Corporate Governance | $15,000 | | Enterprise Risk | $15,000 |

  43. Current Non-Employee Director Compensation Program

    (1) The annual retainer is payable one-half in cash and one-half in equity awards. All other compensation elements are payable in cash. (2) Cash compensation is payable in equal quarterly installments, in advance of each quarter. (3) Equity awards are payable in the form of RSUs that fully vest on the one-year anniversary of the grant date, subject to acceleration upon a change in control, termination of service due to death or disability or other qualifying termination of service. Equity awards are granted annually, following the Company’s annual meeting of stockholders. (4) Mr. Wolff was elected Chairman of the Board on May 7, 2025; accordingly, no fee has been paid for that position since that date. Prior to that date, the additional annual compensation for the then-Board Chairman (Mr. Eggemeyer) was $85,000. (5) Prior to May 7, 2025, Mr. Wolff served as Vice Chairman of the Board and received no fee for that role. Since that date, the additional annual compensation for the Vice Chairman (currently Mr. Eggemeyer) has been $85,000. (6) Mr. Wolff serves as Finance Committee Chair; accordingly, no fee was previously paid or is currently paid for that position.

  44. Current Non-Employee Director Compensation Program

    | 24 | Banc of California | Annual Proxy Statement | 2026 |

  45. Current Non-Employee Director Compensation Program

    | Director Compensation |

  46. 2025 Summary Table of Director Compensation

    2025 Summary Table of Director Compensation The following table provides information regarding compensation paid to the non-employee directors of the Company during the year ended December 31, 2025 for their service on the Company Board, Bank Board, and all applicable committee assignments. See the Summary Compensation Table on page 54 in this proxy statement for information regarding compensation paid to Mr. Wolff in 2025.

  47. 2025 Summary Table of Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | | James A. “Conan” Barker | $80,000 | $74,641 | $2,146 | $156,787 | | Paul R. Burke | $80,000 | $74,641 | $2,146 | $156,787 | | Mary A. Curran | $95,000 | $74,641 | $2,146 | $171,787 | | John M. Eggemeyer | $165,000 | $74,641 | $2,146 | $241,787 | | Shannon F. Eusey | $80,000 | $74,641 | $2,146 | $156,787 | | Richard J. Lashley | $80,000 | $74,641 | $2,146 | $156,787 | | Susan E. Lester | $100,000 | $74,641 | $2,146 | $176,787 | | Joseph J. Rice | $80,000 | $74,641 | $2,146 | $156,787 | | Todd Schell | $80,000 | $74,641 | $2,146 | $156,787 | | Vania E. Schlogel | $80,000 | $74,641 | $2,146 | $156,787 | | Andrew Thau | $95,000 | $74,641 | $2,146 | $171,787 |

  48. 2025 Summary Table of Director Compensation

    (1)Represents the grant date fair value of the stock awards issued during fiscal 2025, determined in accordance with ASC Topic 718. Awards issued during 2025 reflect the equity portion of the annual retainer. The grant date fair value is calculated using the closing market price of the Company’s voting common stock on the business day preceding the grant date, which is then recognized as an expense over the scheduled vesting period of the award. For further information, see Note 19. Stock-Based Compensation to the notes to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026. (2)Each non-employee director was granted 5,883 RSUs in 2025, the grant date fair values of which are reflected above, which will vest in full on May 7, 2026 (subject to acceleration upon an earlier change in control, termination of service due to death or disability or other qualifying termination of service). As of December 31, 2025, each non-employee director held an aggregate of 5,883 outstanding unvested RSUs. (3)Amounts reflect cash dividends paid in 2025 with respect to the applicable stock awards.

  49. 2025 Summary Table of Director Compensation

    | 25 | Banc of California | Annual Proxy Statement | 2026 |

  50. Strong Alignment with Stockholders — What We Do and What We Don't Do

    | Strong Alignment with Stockholders—What We Do | | | ✓ | Compensation Principles. Our compensation program is guided by our goals to align the interests of our executive officers with our long-term strategy and the interests of stockholders in a manner that appropriately considers the safety and soundness of the Bank. We provide competitive total compensation opportunities intended to attract, retain and motivate skilled and talented executives. | | ✓ | Performance-Based Awards. Our executive compensation practice focuses on performance-based awards that are tied to our strategic initiatives and overall stockholder objectives. 80% of our Chief Executive Officer's pay is at-risk or performance-based pay and 50% of our annual equity awards are based on three-year performance goals of our NEOs, and the other 50% are based on their continued service over three years. | | ✓ | Minimum Vesting Period of One Year for Equity Awards. Equity awards granted pursuant to our 2018 Omnibus Plan generally must have a vesting period of at least one year from the date of grant. | | ✓ | Risk Events Are Considered in Pay Decisions. Our CNG Committee annually assesses our executive and broad-based compensation programs to ensure prudent risk management. | | ✓ | Formula-based and objective annual non-equity incentives. Our Executive Annual Incentive Plan is comprised primarily of formula-based objective measures with payout caps that are aligned with our strategic goals. | | ✓ | Recoupment Policy. Since 2017, we have had a recoupment policy that provides the Board with the ability to recover or cancel cash incentive compensation and equity awards granted to certain officers if, among other things, the Company is required to restate its financial statements or correct a material error. This is in addition to the mandatory recoupment policy we were required to adopt in 2023 as an NYSE-listed company. | | ✓ | Share Ownership Guidelines. We require that our Chief Executive Officer own shares with a market value equal to at least 300% of his after-tax base salary and that the other NEOs own shares equal to at least 100% of their after-tax base salary. Our executives are expected to achieve the minimum equity investment within three years from the date they first become subject to these guidelines. |

  51. Strong Alignment with Stockholders — What We Do and What We Don't Do

    | ✓ | Anti-Hedging/Pledging Policy. We prohibit short selling, options trading, hedging, and pledging of Company shares. | | ✓ | Capped Cash Incentive Opportunity. The maximum cash bonus opportunity under our performance-based Executive Annual Incentive Plan is capped at 200% of Target. | | ✓ | Independent Compensation Consultant. The CNG Committee retains a compensation consultant to provide appropriate advice on compensation and governance matters. The CNG Committee requires an annual assessment of compensation consultant independence and determined the consultant to be independent. | | Strong Alignment with Stockholders—What We Don’t Do | | | X | No Tax Gross-Ups. Our employment agreements and severance plan do not provide for tax gross-ups in the event of a change in control. | | X | No Repricing or Repurchase of Underwater Equity Awards. We do not permit the repricing or repurchase of underwater stock options or stock appreciation rights without stockholder approval. | | X | No Multi-Year Guaranteed Bonuses. | | X | No “Single Trigger” Cash Severance Payments on Change in Control in Employment Agreements. Our executive employment agreements do not have “single-trigger” cash severance payments resulting solely from the occurrence of a change in control. | | X | No “Single Trigger” Vesting of Equity Awards Granted under 2018 Omnibus Plan. All equity awards under the 2018 Omnibus Plan made to employees generally require a “double trigger” (i.e., a termination of employment by the Company other than for cause or resignation by the employee with good reason) before vesting can accelerate following a change in control. For performance-based awards, the 2018 Omnibus Plan provides that, unless the performance award is replaced by a similar award, it will be deemed earned and payable in an amount equal to at least the target level of performance in the event the award vests on an accelerated basis following a change in control. | | X | No Dividends on Unvested or Unearned Shares. Under the 2018 Omnibus Plan, we do not pay any dividends on unvested equity awards, including unearned performance-based equity awards. Dividends may be accrued and are only payable at the time such awards vest. |

  52. Compensation Program and Philosophy

    | Element | Purpose | Key Features | Performance Measures | | Cash Compensation | | | | | Base Salary | A fixed element of compensation that recognizes an individual's role and expertise | •Fixed Pay informed by an executive’s position and experience •Considers data from our peer group and other variables •Reviewed annually, subject to the terms of any employment agreement | •Not Applicable | | Executive Annual Incentive Plan | To drive performance against annual objectives | •Delivered in cash •Target values consider data from our peer group and other variables •Actual bonus can range from 0% to 200% of Target | •Pre-defined performance goals that align with our strategic plan and Board-approved budget | | Long-Term Incentive Equity Awards | | | | | Performance Stock Units | To drive performance against long-term objectives and create alignment with our stockholder interests | •Accounts for 50% of the LTI Award •Three-year performance period •Target values consider data from our peer group and other variables •Earned shares vest at the end of the performance period •Earned shares can range from 0% to 200% of Target | •Assessed against pre-established performance measures •Rewards for return-based measures and total shareholder return (TSR) •Value directly linked to our stock price •Based on Absolute and Relative performance •Continued employment | | Restricted Stock Units | To create alignment with our stockholders' interests, balance risk-taking, encourage ownership, and retain key executives | •Three equal installments over three years •Target values consider data from our peer group and other variables | •Value directly linked to our stock price •Continued employment |

  53. Role of Peer Group for 2025 Compensation Decisions

    Role of Peer Group for 2025 Compensation Decisions An important part of our compensation governance is the CNG Committee’s review of the Company’s compensation programs relative to the competitive market. When reviewing our compensation program, while keeping a primary focus on what is in the Company’s and stockholders’ best interests, the CNG Committee uses market data to help inform its decision-making regarding competitive pay levels and to understand how compensation compares to the market for comparable banks. In reviewing potential companies to add to or remove from the peer group, and with assistance from Meridian, the CNG Committee's independent compensation consultant, we considered the following key principles: •Operate in a comparable industry: Regional banks; •Comparable in size and scope: Regional banks with total assets ranging from approximately 1/2 to 2 times the combined Company’s total assets; •Business relevance: Banks that have predominantly a commercial banking focus with an appropriate asset range; •Subject to similar regulatory oversight; and •Compete for the same talent: High-performing institutions with similar qualitative and quantitative competitive profiles, including some peers with geographic overlap and similar competitive compensation dynamics when recruiting talent.

  54. Role of Peer Group for 2025 Compensation Decisions

    | 45 | Banc of California | Annual Proxy Statement | 2026 |

  55. Role of Peer Group for 2025 Compensation Decisions

    We considered it important to establish a robust peer group that is large enough to withstand potential industry volatility. This process, along with our review and judgment, resulted in the below peer group:

  56. Role of Peer Group for 2025 Compensation Decisions

    | Bank of Hawaii Corporation | Old National Bancorp | | Bank OZK | Pinnacle Financial Partners | | BankUnited, Inc. | Prosperity Bancshares, Inc. | | Columbia Banking System, Inc. | Texas Capital Bancshares, Inc. | | East West Bancorp, Inc. | UMB Financial Corporation | | F.N.B. Corporation | United Bankshares, Inc. | | Fulton Financial Corporation | Valley National Bancorp | | Hancock Whitney Corporation | |

  57. Role of Peer Group for 2025 Compensation Decisions

    As of December 31, 2025, the Company was competitively positioned among our peer group by total assets.

  58. Incentive (Performance) Based Compensation (Annual and Long-Term)

    Incentive (Performance) Based Compensation (Annual and Long-Term) Executive Annual Incentive Compensation Plan. The Company's Executive Annual Incentive Compensation Plan (Executive Annual Incentive Plan) is an annual (cash-based) incentive plan that is designed to motivate and reward pre-defined annual performance goals and objectives. The Executive Annual Incentive Plan defines target incentive opportunities and specific performance goals for the fiscal year that are approved by the CNG Committee at the start of each year. The Executive Annual Incentive Plan also provides that, unless otherwise determined by the CNG Committee, an award will be forfeited if the applicable executive’s employment does not continue through the date the award is paid. Awards under the Executive Annual Incentive Plan may be paid in cash or shares of the Company's common stock issued under the 2018 Omnibus Plan (or any successor plan). For 2025, each NEO was eligible to earn a target annual incentive award opportunity as a percentage of their annual base salary, as reflected in the table below.

  59. Incentive (Performance) Based Compensation (Annual and Long-Term)

    | Name | Base Salary (as of 12/31/25) | Target Annual Incentive (% of Base Salary) | Target Annual Incentive | | Jared Wolff | $1,050,000 | 150% | $1,575,000 | | Joseph Kauder | $575,000 | 80% | $460,000 | | Bryan Corsini | $550,000 | 80% | $440,000 | | Ido Dotan | $575,000 | 80% | $460,000 | | Hamid Hussain | $625,000 | 80% | $500,000 |

  60. Incentive (Performance) Based Compensation (Annual and Long-Term)

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  61. Incentive (Performance) Based Compensation (Annual and Long-Term)

    Each eligible named executive officer may earn between 0% and 200% of his target annual incentive opportunity based on achieved performance against the pre-set performance goals. For financial metrics, threshold performance results in a 35% of target payout, target performance results in a 100% payout, and maximum performance results in a 200% payout. For performance between threshold and target, and target and maximum, the payout is determined by linear interpolation. The CNG Committee recognizes the importance of rewarding and incentivizing the executive team for performance that supports our Board-approved strategic plan and focuses on financial metrics that drive long-term stockholder value while also being within management's control. In early 2025, the CNG Committee established the following components of the incentive award for 2025: •Financial Metric - Core Adjusted Pre-Provision Net Revenue. Core adjusted pre-provision net revenue is defined as total net revenue less total noninterest expenses, excluding certain items (see Appendix A - Non-GAAP Measures for further details). •Strategic and Risk Management Metrics. These included the following items, the achievement of which was determined by their evaluation in the aggregate by the CNG Committee: ◦Maintain a stable and high-quality operating environment with well-controlled processes and activities. ◦Demonstrate effective enterprise risk management and regulatory compliance. ◦Optimize capital through strategic planning and targeted investment. ◦Maintain expense discipline across the organization. ◦Maintain a high quality corporate culture and effective executive leadership. ◦Achieve enterprise growth through new and expanded customer relationships. ◦Execute prudent credit decisioning and improve portfolio credit quality. ◦Effectively managed talent acquisition and succession. •Business Unit and Individual Goals. The individual performance component of the incentive award opportunities for Messrs. Kauder, Corsini, Dotan, and Hussain consisted of a combination of expense management goals and other goals for their respective business units. Mr. Wolff's incentive award opportunity did not include an individual performance component.

  62. Incentive (Performance) Based Compensation (Annual and Long-Term)

    | | Target Weightings | | | | | Financial Metric (Core Adjusted PPNR) | Strategic and Risk Management Metrics | Business Unit and Individual Goals | | Jared Wolff | 70% | 30% | N/A | | Joseph Kauder | 60% | 30% | 10% | | Bryan Corsini | 45% | 30% | 25% | | Ido Dotan | 45% | 30% | 25% | | Hamid Hussain | 55% | 20% | 25% |

  63. Incentive (Performance) Based Compensation (Annual and Long-Term)

    The metrics were selected by the CNG Committee to reward executives for achieving objectives that the CNG Committee and Board believe drive our profitability and long-term stockholder value. In addition to utilizing these metrics, in order to mitigate risk, the 2025 incentive awards included a gating measure requiring that the Company and the Bank be “well-capitalized” under all regulatory definitions, which if not met, would result in executive management not being eligible to receive incentive compensation. The Executive Annual Incentive Plan authorizes the CNG Committee to adjust incentive compensation up or down in its sole discretion based on any factors it deems relevant in consideration of measuring the performance of the Company’s executives. In addition, the CNG Committee can exercise negative discretion with respect to any adverse risk or regulatory matters. After the end of 2025, the CNG Committee calculated the incentive payouts based on the performance goals established at the beginning of the year. The CNG Committee determined the gating measure had been met for the 2025 incentive awards and

  64. Incentive (Performance) Based Compensation (Annual and Long-Term)

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  65. Incentive (Performance) Based Compensation (Annual and Long-Term)

    reviewed performance as calculated below. Below is a summary of the corporate performance goals (at threshold, target and maximum, in the case of the financial metric) compared to actual achievement (dollars in millions):

  66. Incentive (Performance) Based Compensation (Annual and Long-Term)

    | | | Corporate Performance Goals | | | | | | Corporate Performance Objective | Performance Weight | Threshold Performance (Payout Ratio of 35%) | Target 100% Payout | Target 200% Payout | Actual Performance Achieved | Payout Achieved (% of Target) | | Core Adjusted PPNR | Varies by NEO | $207.50 | $415.10 | $539.60 | $387.30 | 87% | | Strategic and Risk Management | | | | | Meets Expectations | 100% |

  67. Incentive (Performance) Based Compensation (Annual and Long-Term)

    •The Company's performance in Core Adjusted Pre-Provision Net Revenue was 93% of the target level of performance. Accordingly, a payout of 87% of the target weighting was earned with respect to that performance objective. •Following its review of management's assessment and supporting documentation regarding performance against established strategic and risk management metrics, the CNG Committee determined that all applicable metrics had been achieved. Accordingly, a payout of 100% of the target weighting was earned for this component. Key factors in the CNG's Committee's determination with respect to each of the strategic and risk management metrics included the following: ◦Stable and high-quality operating environment with well-controlled processes and activities. The Company significantly improved its core operating processes across the areas of finance, accounting, technology and operations, driven by stronger team capabilities, clearer ownership and tighter execution discipline. The Company also reduced operational friction through process standardization, better controls and targeted automation, resulting in more consistent and reliable outcomes. ◦Effective enterprise risk management and regulatory compliance. The Company improved its overall risk governance and coordination across the organization and demonstrated strong and effective risk management through disciplined executed and operational resilience. ◦Optimize capital. The Company repurchased approximately 8% of its outstanding common shares during the year, at an average price per share slightly above $13, delivering a meaningful return to stockholders. The Company executed on a variety of other actions, including: pricing down high-cost deposits as they matured; executing hedges to protect the balance sheet and manage interest rate risk; growing its higher yielding and higher credit quality commercial and industrial loan portfolio; growing its available-for-sale securities portfolio with higher yielding, lower duration securities, resulting in 9% year-over-year growth in securities interest income. In addition, the Company closely managed major initiatives and project budgets, bringing its total spend in below plan by focusing investment on the highest impact priorities. ◦Maintain expense discipline. The Company’s expense performance was significantly better than targeted in every quarter of 2025, notwithstanding continued investment in people, technology and strategic initiatives. The Company also strengthened its expense governance through tighter forecasting, active monitoring and executive accountability for cost decisions. ◦High-quality corporate culture and effective leadership. The Company’s leadership and critical roles were upgraded through targeted hiring that strengthened expertise and execution capacity. The Company also improved executive communication, alignment and decision-making, reinforcing a culture of accountability, ownership and performance across the organization. ◦Enterprise growth through customer relationships. The Company achieved high-quality growth by expanding relationships with existing customers and selectively adding new clients aligned with strategic priorities. The Company also increased product penetration and relationship depth without compromising risk standards or operational capacity. In addition, the Company balanced growth objectives with profitability, credit quality and long-term franchise value. ◦Prudent credit decisioning and portfolio credit quality improvement. The Company maintained disciplined underwriting standards while actively managing through legacy credit portfolios. The Company also made continued progress toward targeted portfolio credit quality metrics through proactive monitoring, remediation and workout strategies and took strategic actions to exit certain legacy credits. In addition, the Company strengthened its credit oversight by realigning its portfolio management and underwriting teams.

  68. Incentive (Performance) Based Compensation (Annual and Long-Term)

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  69. Incentive (Performance) Based Compensation (Annual and Long-Term)

    ◦Talent acquisition and succession. The Company advanced its succession planning across key functions and leadership roles. The Company also filled critical roles with experienced talent to support regulatory, operational and growth priorities. In addition, the Company improved its bench strength through a combination of external hires and internal development. •The individual performance component of the incentive award opportunities for Messrs. Kauder, Corsini, Dotan, and Hussain consisted of a combination of expense management goals and other goals for their respective business units. As noted above, Mr. Wolff's incentive award opportunity did not include an individual performance component. Based on the achievement of the corporate performance metrics and, in the case of Messrs. Kauder, Corsini, Dotan, and Hussain, the CNG's Committee's assessment of individual performance, which included input from the Chief Executive Officer regarding each executive's performance, the cash incentive amounts awarded for 2025 to the NEOs were as follows:

  70. Incentive (Performance) Based Compensation (Annual and Long-Term)

    | | | Actual Performance | | | | | | Actual Payout | | | | Target Annual Incentive ($) | Core Adj. PPNR | | Strategic & Risk | | Individual | | | | | Officer | | Payout Achieved | Weighted Payout | Payout Achieved | Weighted Payout | Payout Achieved | Weighted Payout | % of Target | $ | | Jared Wolff | $1,575,000 | 87% | 61% | 100% | 30% | N/A | N/A | 91% | $1,431,675 | | Joseph Kauder | $460,000 | 87% | 52% | 100% | 30% | 128% | 13% | 95% | $437,000 | | Bryan Corsini | $440,000 | 87% | 39% | 100% | 30% | 95% | 24% | 93% | $409,200 | | Ido Dotan | $460,000 | 87% | 39% | 100% | 30% | 135% | 34% | 103% | $473,800 | | Hamid Hussain | $500,000 | 87% | 48% | 100% | 20% | 81% | 20% | 88% | $440,000 |

  71. Incentive (Performance) Based Compensation (Annual and Long-Term)

    Long-Term Incentives. The CNG Committee believes that a significant portion of the NEOs’ target compensation should be in the form of equity-based incentives, which motivate our executives and key employees to drive and create the long-term performance of the Company. These awards are intended to reward performance over a multi-year period, align the interests of our executives with those of our stockholders, instill an ownership culture, enhance the personal stake of executive officers in the growth and success of the Company, and support retention of top performers. Long-term incentive awards are granted to our NEOs under the 2018 Omnibus Plan. The CNG Committee’s philosophy regarding long-term incentive awards includes our practice that 50% of the annual equity award issued to each NEO should consist of PSUs that cliff vest based on three-year performance. The remaining 50% of the award to each NEO generally consists of RSUs that vest in approximately equal annual installments over three years. Fiscal Year 2025 Annual Equity Grants. Annual equity grants for the NEOs were made on February 25, 2025, as follows: Of the 2025 annual PSU awards: •One half is contingent on the Company’s average Core Return on Tangible Common Equity (Core ROTCE) for the three-year period from January 1, 2025 through December 31, 2027, relative to a pre-established target. Core ROTCE is

  72. Incentive (Performance) Based Compensation (Annual and Long-Term)

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  73. Incentive (Performance) Based Compensation (Annual and Long-Term)

    computed by dividing core earnings per share (EPS) (diluted) plus intangible asset amortization expense by average tangible common equity. Core EPS (diluted) is computed by dividing net income available to common stockholders, excluding certain items, by total average diluted outstanding shares. •One half is contingent on the Company’s TSR over the three-year period from January 1, 2025 through December 31, 2027 relative to the KBW NASDAQ Regional Banking Index to a pre-established percentile.

  74. Incentive (Performance) Based Compensation (Annual and Long-Term)

    | | Performance Period 2025-2027 | | | | | | Performance Weight | Threshold Performance | Target Performance | Maximum Performance | | Core ROTCE | 50% | 50% | 100% | 200% | | Relative TSR | 50% | 50% | 100% | 200% |

  75. Incentive (Performance) Based Compensation (Annual and Long-Term)

    The CNG Committee approved the goals to align the performance metrics with the Company's strategic plan and were set at a target level that was expected to enhance the franchise value of the Company and be challenging. Payout for the TSR component is determined based on the Company's percentile ranking relative to the KBW NASDAQ Regional Banking Index, as set forth below, with payouts between the specified percentiles determined using straight-line interpolation:

  76. Incentive (Performance) Based Compensation (Annual and Long-Term)

    | Performance Level | Relative TSR Percentile | Payout (% of Target) | | Maximum | 75th Percentile or Above | 200% | | Target | 50th Percentile | 100% | | Threshold | 25th Percentile | 50% | | Below Threshold | Below 25th Percentile | 0% |

  77. Incentive (Performance) Based Compensation (Annual and Long-Term)

    In addition, relative TSR payouts may not exceed 100% if absolute TSR is negative. The Company does not disclose forward-looking targets as this disclosure could result in competitive harm; therefore, the specific goal for the Core ROTCE component will not be provided at this time but will be disclosed in detail when performance is determined after the three-year period in 2027. Similar to the 2025 incentive awards under the Executive Annual Incentive Plan, in order to mitigate risk, the 2025 annual PSUs also contain a gating measure requiring that the Company and the Bank be “well-capitalized” under all regulatory definitions in order for grants to vest.

  78. Other Benefits; Compensation Policies, and Practices

    Other Benefits; Compensation Policies, and Practices Equity Grant Policy. The CNG Committee, pursuant to delegation from the Board of Directors, administers the 2018 Omnibus Plan and establishes the rules for all awards granted under the plan, including grant guidelines, vesting schedules, and other provisions. The CNG Committee reviews these rules periodically and considers, among other things, the interests of our stockholders, market conditions, information provided by independent advisors, performance objectives, and recommendations made by the Chief Executive Officer. The CNG Committee reviews the awards granted for all employees. For annual awards granted in 2025, the CNG Committee reviewed the recommendations of the Chief Executive Officer for other executive officers and employees, revised the proposed grants in certain circumstances, and authorized the awards effective as of the date of its approval. The CNG Committee does not take material non-public information into account when determining the timing and terms of equity awards, and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation. Annual equity awards to our employees are typically made by the CNG Committee on the date of a scheduled meeting of the CNG Committee or the Board of Directors held late February or early March of each year following the public release of financial results for the prior fiscal year. No NEOs were awarded stock options or option-like awards during the year ended December 31, 2025. 401(k) Plan. We offer a qualified, tax-exempt savings plan to our employees with a cash or deferred feature qualifying under Section 401(k) of the Internal Revenue Code (the 401(k) Plan). All employees who participate in the 401(k) Plan receive matching contributions up to a certain cap, including the NEOs, who receive matching contributions on the same terms and using the

  79. Other Benefits; Compensation Policies, and Practices

    same formulas as other participating employees. Participants are also permitted to borrow against their account balance in the 401(k) Plan. Perquisites and Other Benefits. Our executives are entitled to few benefits that are not otherwise available to all of our employees. During 2025, the limited perquisites that we provided to our NEOs included certain transportation expenses, car allowances, housing related reimbursements, club memberships, and health and life insurance benefits. Officer Stock Ownership Guidelines. The Board of Directors has adopted Stock Ownership Guidelines (Guidelines) for certain senior officers of the Company. The Guidelines require our Chief Executive Officer to own shares equal to at least 300% of his after-tax base salary and that the other NEOs beneficially own shares equal to at least 100% of their after-tax base salary. Compliance with the Guidelines is required to be achieved within three years from the date each officer first becomes subject to the Guidelines, provided that the CNG Committee, in its sole discretion, may adjust or modify such achievement date. Annually, on the last day of our fiscal year, we evaluate stock ownership of our executive officers and directors based on the market value of the shares on the vesting date. As of December 31, 2025, each of our NEOs then employed by the Company exceeded the Guidelines, giving allowance for those NEOs who have been subject to the Guidelines for less than three years. For stock ownership guidelines of non-employee directors, see the Our Commitment to Corporate Sustainability – Corporate Governance Framework – Director Stock Ownership Guidelines section in this proxy statement. Recoupment Policy. Under Section 304 of the Sarbanes-Oxley Act of 2002, if the Company is required to restate its financial statements due to material noncompliance with any financial reporting requirements as a result of misconduct, the Chief Executive Officer and Chief Financial Officer may be required to reimburse the Company for: (i) any bonus or other incentive-based or equity-based compensation received during the 12 months following the first public issuance of the non-complying document; and (ii) any profits realized from the sale of the Company's securities during that 12-month period. The Company's Corporate Governance Guidelines include a recoupment policy that provides the Board with the ability to recover or cancel cash incentive compensation and equity awards granted to certain current and former officers and employees (covered persons), including the NEOs. The Board is committed to strong corporate governance and the integrity of the Company’s financial statements. Under the recoupment policy, if we are required to restate the Company’s financial statements to correct a material error, or if the Board determines that a financial, operational or other performance metric used to determine the grant, vesting, payment or issuance of incentive compensation was calculated incorrectly, the Board will, if it determines in its sole discretion that it is appropriate, feasible and in the best interests of the Company and its stockholders, cause the forfeiture of outstanding and unvested (or unearned) incentive compensation awards and/or require reimbursement of all or part of the incentive compensation previously granted, vested, paid or issued, in each case, in the amount by which the incentive compensation exceeded the amount that would have been granted, vested, paid or issued based on the restated financial statements or correctly calculated metric. If a covered person has sold or otherwise disposed of any shares received pursuant to an incentive compensation award, to the extent the shares would have been subject to recoupment as described above, the Board may recoup from the covered person any pre-tax gain realized from the sale or disposition of the shares. The policy also provides for recoupment of any pre-tax gain realized from the sale of shares received under an incentive compensation award to the extent the shares would have been subject to recoupment, and for recoupment or forfeiture of incentive compensation awards in such amount as the Board determines from any covered person who engages in illegal, fraudulent, or dishonest conduct that has or could reasonably be expected to materially adversely affect us, or that contributed to the grant, vesting, payment or issuance of incentive compensation to the covered person that was greater than what would have been granted, vested, paid or issued in the absence of the misconduct. In addition to the above-described recoupment policy, in 2023, the Company adopted a separate written policy that applies to executive officers for the recovery of erroneously awarded incentive-based compensation, in order to comply with SEC rules promulgated under the Dodd-Frank Act and NYSE Corporate Governance Listing Standards. This policy applies to all incentive-based compensation (including cash bonus payments) received by our current and former Section 16 officers on or after October 2, 2023, the effective date specified in the NYSE Corporate Governance Listing Standards. Anti-Hedging/Pledging Policy. The Company considers it inappropriate for any director or officer to enter into speculative transactions in the Company’s securities. The Company’s insider trading policy prohibits the purchase or sale, by any director, officer or employee, of puts, calls or other derivative securities based on the Company’s securities or short-selling of the Company’s securities. The policy also prohibits directors, officers, and employees from entering into hedging or monetization transactions or similar arrangements with respect to the Company's securities. Directors, officers, and other employees also may not purchase the Company’s securities on margin, or borrow against any account in which Company securities are held. This prohibition does not apply to a broker-assisted cashless exercise of stock options granted as part of a Company incentive plan.

  80. Other Benefits; Compensation Policies, and Practices

    Employment Agreements. Our Chief Executive Officer, Mr. Wolff, and our Chief Financial Officer, Mr. Kauder, have employment agreements with us. Each employment agreement was reviewed by the CNG Committee, which determined that the compensation packages provided under these agreements were fair and reasonable on the basis of the CNG Committee’s assessment of comparable compensation opportunities available to the individuals. The specifics of these agreements are described in detail below under the Employment Agreements section in this proxy statement. In addition, our Chief Credit Officer, Mr. Corsini, has a retention arrangement pursuant to which he was granted a $1.1 million cash retention bonus, $800,000 of which was paid in 2024 and $300,000 of which was paid in 2025 and which is subject to prorated clawback upon voluntary resignation and full clawback upon termination for cause, and a $1.1 million grant of restricted stock units vesting in three approximately equal tranches over three years subject to continued service. Potential Payments Due Upon Termination or a Change in Control. The employment agreements with Messrs. Wolff and Kauder provide for severance payments and other benefits following certain termination and/or change in control events. Each of Messrs. Corsini, Dotan and Hussain participates in the Banc of California, Inc. Executive Change in Control Severance Plan (Severance Plan), which provides them with severance payments and other benefits if their employment is terminated under specified circumstances following a change in control. Messrs. Corsini, Dotan and Hussain are also eligible for severance payments and other benefits if they suffer an "Employment Loss" as such term is defined under the Banc of California, Inc. Employee Severance Plan. Under the terms of respective equity award agreements with our NEOs, the executives are entitled to accelerated vesting of equity awards upon termination of employment under certain circumstances, including in connection with a change in control. The specific terms of these arrangements, as well as estimates of the compensation that would have been payable had they been triggered as of December 31, 2025, are described in detail below under the Potential Payments Upon Termination of Employment or Change in Control section in this proxy statement. Tax Impact. Section 162(m) of the Internal Revenue Code generally limits the deductibility of compensation paid to certain executive officers in excess of $1.0 million per officer in any taxable year, including our Chief Executive Officer, Chief Financial Officer, and other NEOs. While the Company’s ability to deduct compensation paid to our NEOs has been limited, our CNG Committee has—consistent with its past practice—continued to retain flexibility to design compensation programs that are in the best long-term interests of the Company and our stockholders, with deductibility of compensation being one of many considerations taken into account.

  81. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation paid to or earned by our NEOs for the years ended December 31, 2025, 2024, and 2023. For information regarding the employment agreements between the Company and certain of the NEOs, see Employment Agreements section in this proxy statement.

  82. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total(4) | | Jared Wolff(5) | 2025 | $1,050,000 | $— | $2,713,668 | $1,431,675 | $108,539 | $5,303,882 | | Chairman, Chief Executive Officer and President | 2024 | $1,043,269 | $2,200,000 | $7,637,070 | $1,181,250 | $67,686 | $12,129,275 | | | 2023 | $872,195 | $— | $1,601,980 | $1,312,500 | $143,499 | $3,930,174 | | Joseph Kauder(6) | 2025 | $575,000 | $— | $594,427 | $437,000 | $142,871 | $1,749,298 | | Executive Vice President, Chief Financial Officer | 2024 | $572,115 | $— | $1,956,329 | $345,000 | $136,506 | $3,009,950 | | | 2023 | $237,981 | $— | $450,014 | $281,250 | $37,049 | $1,006,294 | | Bryan Corsini(7) | 2025 | $550,000 | $300,000 | $568,596 | $409,200 | $51,500 | $1,879,296 | | Executive Vice President, Chief Credit Officer | 2024 | $550,000 | $800,000 | $1,702,070 | $330,000 | $19,184 | $3,401,254 | | Ido Dotan | 2025 | $575,000 | $— | $594,427 | $473,800 | $43,014 | $1,686,241 | | Executive Vice President, General Counsel, Chief Administrative Officer, and Corporate Secretary | 2024 | $570,223 | $— | $1,956,329 | $345,000 | $32,471 | $2,904,023 | | | 2023 | $442,688 | $— | $445,820 | $250,000 | $42,468 | $1,180,976 | | Hamid Hussain | 2025 | $625,000 | $— | $646,136 | $440,000 | $59,076 | $1,770,212 | | Executive Vice President, President of the Bank | 2024 | $621,055 | $— | $2,011,061 | $350,000 | $37,965 | $3,020,081 | | | 2023 | $514,096 | $— | $515,029 | $391,828 | $52,527 | $1,473,480 |

  83. Summary Compensation Table

    (1)Represents the grant date fair values of the stock awards granted in that year, calculated under ASC Topic 718. For RSUs, the grant date fair value is valued at the closing price of the Company’s voting common stock on the trading day immediately preceding the grant date of the award. For PSUs, the grant date fair value is calculated assuming achievement of the most probable outcome of the performance conditions. For PSUs that contain a market condition, a Monte Carlo simulation valuation model is used to calculate the grant date fair value of such awards. The amounts shown do not represent the actual value realized by each NEO. See the RSU and PSU award grant date fair value table on the following page for a detailed description. For further information, see Note 19. Stock-Based Compensation to the notes to the consolidated financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026. (2)Represents payouts of short-term incentive awards earned under the Executive Annual Incentive Plan for 2025, 2024, and 2023, and paid in 2026, 2025, and 2024, respectively. (3)See the All Other Compensation table for the year ended December 31, 2025 below. (4)Compensation paid to or earned by Mr. Wolff, Mr. Kauder, Mr. Dotan, and Mr. Hussain for the year ended December 31, 2024 included the grant date fair values of the Stockholder Value Creation Award PSUs. These awards vest upon the Company stock achieving a volume-weighted average price of $28.73 for a consecutive twenty trading-day period within four years from the date of grant, subject to continued service through the fourth anniversary of the date of grant. (5)Bonus paid to Mr. Wolff in 2024 represents a cash retention bonus subject to prorated clawback until April 30, 2027 if he voluntarily resigns or is terminated by the Company for cause. This amount was paid in cash as Mr. Wolff's holdings of Company stock significantly exceeded the Stock Ownership guidelines requirement. (6)Mr. Kauder joined the Company as Executive Vice President and Chief Financial Officer effective July 10, 2023. (7)Mr. Corsini became the Company's Executive Vice President and Chief Credit Officer effective April 30, 2024, and thus was not an NEO in fiscal year 2023. Bonuses paid to Mr. Corsini in 2025 and 2024 represent the portions of his cash retention bonus paid in those years pursuant to his retention agreement.

  84. Summary Compensation Table

    | 54 | Banc of California | Annual Proxy Statement | 2026 |

  85. Summary Compensation Table

    The following table sets forth the grant date fair value of stock units awarded to the NEOs during the year ended December 31, 2025. For PSUs, both the grant date fair value assuming achievement of the most probable outcome of the performance conditions (which is the amount set forth in the "Stock Awards" column of the Summary Compensation Table), and the grant date fair value assuming the maximum level of performance is achieved are presented. See the 2025 Grants of Plan Based Awards table and the Compensation Discussion and Analysis section in this proxy statement for details regarding the awards.

  86. Summary Compensation Table

    | | | | Grant Date Fair Value | | | Name | Grant Date | Type of Award Granted | Assuming Most Probable Outcome is Achieved | Assuming Maximum Value is Achieved | | Jared Wolff | 2/25/2025 | RSU | $1,312,508 | $1,312,508 | | | 3/25/2025 | PSU(1) | $1,401,160 | $2,802,321 | | Joseph Kauder | 2/25/2025 | RSU | $287,506 | $287,506 | | | 3/25/2025 | PSU(1) | $306,921 | $613,841 | | Bryan Corsini | 2/25/2025 | RSU | $275,010 | $275,010 | | | 3/25/2025 | PSU(1) | $293,586 | $587,172 | | Ido Dotan | 2/25/2025 | RSU | $287,506 | $287,506 | | | 3/25/2025 | PSU(1) | $306,921 | $613,841 | | Hamid Hussain | 2/25/2025 | RSU | $312,514 | $312,514 | | | 3/25/2025 | PSU(1) | $333,622 | $667,243 |

  87. Summary Compensation Table

    (1)These PSUs refer to stock units subject to performance measures based on the Company’s Core ROTCE and the Company's TSR relative to the KBW NASDAQ Regional Banking Index (Relative TSR) over a predetermined measurement period.

  88. Summary Compensation Table

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  89. Summary Compensation Table

    The following table summarizes “All Other Compensation” paid to or earned by the NEOs for the year ended December 31, 2025 as included in the Summary Compensation Table.

  90. Summary Compensation Table

    | Name | 401(k) Match | Dividends on Stock Awards | Other Fringe Benefit(1) | Total | | Jared Wolff | $14,000 | $27,992 | $66,547(2) | $108,539 | | Joseph Kauder | $14,000 | $11,248 | $117,623(3) | $142,871 | | Bryan Corsini | $14,000 | $14,687 | $22,813(4) | $51,500 | | Ido Dotan | $14,000 | $6,894 | $22,120(5) | $43,014 | | Hamid Hussain | $14,000 | $7,831 | $37,245(6) | $59,076 |

  91. Summary Compensation Table

    (1)Represents certain amounts paid by the Company for club memberships, health insurance benefits, supplemental disability and life insurance premiums, and personal use of a company car. (2)Includes club memberships of $33,600, health insurance benefits of $14,832 and supplemental disability and life insurance premiums of $16,234 paid during 2025. (3)Includes housing expenses of $88,086, health insurance benefits of $14,832 and supplemental disability and life insurance premiums of $12,293 paid during 2025. (4)Includes health insurance benefits of $20,100 and supplemental disability insurance premiums of $2,713 paid during 2025. (5)Includes health insurance benefits of $14,832 and supplemental disability and life insurance premiums of $7,288 paid during 2025. (6)Includes health insurance benefits of $20,724 and supplemental disability and life insurance premiums of $16,521 paid during 2025.

  92. Summary Compensation Table

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  93. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of incentive plan-based awards to the NEOs for 2025.

  94. 2025 Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock Awards (2) | | | Grant | Grant | Thres-hold | Target | Maxi-mum | Thres-hold | Target | Maxi-mum | | | | Name | Type | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | Jared Wolff | — | — | $787,500 | $1,575,000 | $3,150,000 | — | — | — | — | $— | | | RSU | 2/25/2025(3) | $— | $— | $— | — | — | — | 89,591 | $1,312,508 | | | PSU | 3/25/2025(4) | $— | $— | $— | 44,552 | 89,104 | 178,208 | — | $1,401,160 | | Joseph Kauder | — | — | $230,000 | $460,000 | $920,000 | — | — | — | — | $— | | | RSU | 2/25/2025(3) | $— | $— | $— | — | — | — | 19,625 | $287,506 | | | PSU | 3/25/2025(4) | $— | $— | $— | 9,759 | 19,518 | 39,036 | — | $306,921 | | Bryan Corsini | | | $220,000 | $440,000 | $880,000 | — | — | — | — | $— | | | RSU | 2/25/2025(3) | $— | $— | $— | — | — | — | 18,772 | $275,010 | | | PSU | 3/25/2025(4) | $— | $— | $— | 9,335 | 18,670 | 37,340 | — | $293,586 | | Ido Dotan | — | — | $230,000 | $460,000 | $920,000 | — | — | — | — | $— | | | RSU | 2/25/2025(3) | $— | $— | $— | — | — | — | 19,625 | $287,506 | | | PSU | 3/25/2025(4) | $— | $— | $— | 9,759 | 19,518 | 39,036 | — | $306,921 | | Hamid Hussain | — | — | $250,000 | $500,000 | $1,000,000 | — | — | — | — | $— | | | RSU | 2/25/2025(3) | $— | $— | $— | — | — | — | 21,332 | $312,514 | | | PSU | 3/25/2025(4) | $— | $— | $— | 10,608 | 21,216 | 42,432 | — | $333,622 |

  95. 2025 Grants of Plan-Based Awards

    (1) Represents the threshold, target, and maximum amounts payable pursuant to each respective NEO’s non-equity incentive award opportunity for 2025 under the Company’s Executive Annual Incentive Plan. (2) Represents the grant date fair values of the awards under ASC Topic 718. For PSUs, the grant date fair value is calculated assuming achievement of the most probable outcome of the performance conditions. For PSUs that contain a market condition, a Monte Carlo simulation valuation model is used to calculate the grant date fair value of such awards. For further information, see Note 19. Stock-Based Compensation to the notes to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026. (3) Represents RSUs that will be issued upon vesting and will vest annually, in substantially equal installments, over a three-year period beginning on February 28, 2026. (4) These PSUs refer to stock units subject to performance measures based on the Company’s Core ROTCE and the Company's TSR relative to the KBW NASDAQ Regional Banking Index (Relative TSR) over a predetermined measurement period.

  96. 2025 Grants of Plan-Based Awards

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  97. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table provides information regarding unvested equity awards held by the NEOs as of December 31, 2025.

  98. Outstanding Equity Awards at December 31, 2025

    | | Grant Date | | Stock Awards | | Equity Incentive Plan Awards | | | Name | | Vesting Period(1) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Jared Wolff | 2/23/2023 | 3 Years | 9,038 | 174,343 | - | - | | | 2/27/2024 | 3 Years | 61,361 | 1,183,654 | - | - | | | 3/22/2024 | 3 Years | - | - | 43,897(3) | 846,773 | | | 5/23/2024 | 4 Years | - | - | 606,829(4) | 11,705,731 | | | 2/25/2025 | 3 Years | 89,591 | 1,728,210 | - | - | | | 3/25/2025 | 3 Years | - | - | 44,552(3) | 859,408 | | Joseph Kauder | 8/2/2023(5) | 3 Years | 10,699 | 206,384 | - | - | | | 2/27/2024 | 3 Years | 13,441 | 259,277 | - | - | | | 3/22/2024 | 3 Years | - | - | 9,616(3) | 185,493 | | | 5/23/2024 | 4 Years | - | - | 169,033(4) | 3,260,647 | | | 2/25/2025 | 3 Years | 19,625 | 378,566 | - | - | | | 3/25/2025 | 3 Years | - | - | 9,759(3) | 188,251 | | Bryan Corsini | 2/16/2022 | 4 Years | 1,402 | 27,045 | - | - | | | 2/8/2023 | 3 Years | 2,740 | 52,855 | - | - | | | 2/27/2024 | 3 Years | 12,857 | 248,012 | - | - | | | 3/22/2024 | 3 Years | - | - | 9,198(3) | 177,429 | | | 5/9/2024(6) | 3 Years | 49,184 | 948,759 | - | - | | | 2/25/2025 | 3 Years | 18,772 | 362,112 | - | - | | | 3/25/2025 | 3 Years | - | - | 9,335(3) | 180,072 | | Ido Dotan | 2/23/2023 | 3 Years | 2,540 | 48,997 | - | - | | | 2/27/2024 | 3 Years | 13,441 | 259,277 | - | - | | | 3/22/2024 | 3 Years | - | - | 9,616(3) | 185,493 | | | 5/23/2024 | 4 Years | - | - | 169,033(4) | 3,260,647 | | | 2/25/2025 | 3 Years | 19,625 | 378,566 | - | - | | | 3/25/2025 | 3 Years | - | - | 9,759(3) | 188,251 | | Hamid Hussain | 2/23/2023 | 3 Years | 2,943 | 56,770 | - | - | | | 2/27/2024 | 3 Years | 14,609 | 281,808 | - | - | | | 3/22/2024 | 3 Years | - | - | 10,452(3) | 201,619 | | | 5/23/2024 | 4 Years | - | - | 169,033(4) | 3,260,647 | | | 2/25/2025 | 3 Years | 21,332 | 411,494 | - | - | | | 3/25/2025 | 3 Years | - | - | 10,608(3) | 204,628 |

  99. Outstanding Equity Awards at December 31, 2025

    (1) RSU awards begin to vest one year after the grant date, and vest in substantially equal annual installments over the vesting period. (2) Market value is based on the December 31, 2025 closing price of our voting common stock on the NYSE of $19.29.

  100. Outstanding Equity Awards at December 31, 2025

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  101. Outstanding Equity Awards at December 31, 2025

    | Outstanding Equity Awards |

  102. Outstanding Equity Awards at December 31, 2025

    (3) Amount of shares shown reflects the payout of PSUs at the threshold level of achievement. The actual number of shares paid out may vary from the amount shown on the table, with the potential payout ranging from none to maximum payout depending on the outcome of the performance criteria. (4) Amount of shares shown reflects the payout of the Stockholder Value Creation award. (5) Equity award granted on August 2, 2023 represents inducement award to Mr. Kauder pursuant to the terms of his employment agreement with the following vesting schedule: one-third annual increments beginning August 2, 2024. (6) Equity award granted on May 9, 2024 represents an equity retention award granted to Mr. Corsini pursuant to his retention agreement that will vest annually, in substantially equal installments, over a three-year period beginning on May 9, 2025.

  103. Outstanding Equity Awards at December 31, 2025

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  104. Summary of Benefits and Potential Payments Upon Termination of Employment or Change in Control

    Summary of Benefits and Potential Payments Upon Termination of Employment or Change in Control As discussed in the Employment Agreements section of this proxy statement, we have employment agreements with Messrs. Wolff and Kauder. These employment agreements provide for severance payments and other benefits following certain termination and/or change in control events. Payment of any such benefits is contingent upon a variety of factors, including the circumstances under which employment is terminated and approval of certain payments by the CNG Committee. Messrs. Dotan and Hussain participate in the Company Executive Change in Control Severance Plan (the CIC Severance Plan). The CIC Severance Plan provides that if, within 24 months following a change in control, the executive’s employment is terminated by us other than for cause, or by the executive for good reason (as such terms are defined in the CIC Severance Plan), the executive will receive a cash severance payment and continuation of health benefits as indicated in the chart below. Messrs. Corsini, Dotan and Hussain also participate in the Company's Employee Severance Plan (the Employee Severance Plan), which provides that upon an "Employment Loss" as defined in the Employee Severance Plan, Messrs. Corsini, Dotan and Hussain will receive a cash severance payment in an amount equal to one week of weekly base pay per full year of service, subject to a minimum of 16 weeks for Executive Vice President roles, and continuation of certain health benefits through the month of Employment Loss. Under the terms of respective equity award agreements with our NEOs, the executives are entitled to accelerated vesting of equity awards in the event of a qualifying termination of employment within two years following a change in control, with PSUs vesting based on the greater of target performance or actual performance (if measurable) and, in the event the PSUs are subject to vesting because they are not assumed, subject to a pro-rata calculation. The following chart summarizes the payments and other benefits that the NEOs could have received in connection with certain employment termination scenarios based on the applicable employment agreements, CIC Severance Plan and/or award agreements.

  105. Summary of Benefits and Potential Payments Upon Termination of Employment or Change in Control

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  106. Summary of Benefits and Potential Payments Upon Termination of Employment or Change in Control

    | Summary of Benefits and Payments Upon Involuntary Termination of Employment without Cause or Voluntary Termination of Employment for Good Reason(1) | | | | | | | | | Severance Payments | | Acceleration of Equity Awards | | | | | Name and Triggering Event | Base Salary Multiple | Bonus Multiple | RSA or RSU | PSU | Health Benefits | Non-Solicitation Restrictions | | Jared Wolff(1) | | | | | | | | Termination | X 2 | X 2 | | — | 36 months | 24 months | | Termination - Change in Control | X 3 | X 3 | | | 36 months | 24 months | | Death or Disability | — | X 1 | | | — | — | | Joseph Kauder | | | | | | | | Termination | X 1 | X 0.5 | (2) | — | — | 12 months | | Termination - Change in Control | X 2 | X 2 | | | 18 months | 12 months | | Death or Disability | — | — | | | — | — | | Bryan Corsini(3) | | | | | | | | Termination | — | — | | — | — | — | | Termination - Change in Control | X 1.5 | X 1.5 | — | — | 18 months | — | | Death or Disability | — | — | | | — | — | | Ido Dotan | | | | | | | | Termination | — | — | — | — | — | — | | Termination - Change in Control | X 1.5 | X 1.5 | | | 18 months | — | | Death or Disability | — | — | | | — | — | | Hamid Hussain | | | | | | | | Termination | — | — | — | — | — | — | | Termination - Change in Control | X 1.5 | X 1.5 | | | 18 months | — | | Death or Disability | — | — | | | — | — |

  107. Summary of Benefits and Potential Payments Upon Termination of Employment or Change in Control

    (1) Includes normal or early retirement and voluntary or involuntary (other than for misconduct) termination, including termination following a change in control. Per the terms of the Mr. Wolff's employment agreement, also includes the Company giving him notice of non-renewal upon expiration of his employment term. (2) Per the terms of Mr. Kauder's employment agreement, acceleration of vesting under this scenario is limited to his inducement equity award. (3) Per the terms of Mr. Corsini's retention agreement, any unvested portions of his equity retention bonus will accelerate upon termination by the Company without cause, voluntary termination by Mr. Corsini for good reason, or termination due to death or disability prior to the third anniversary of his retention agreement.

  108. Summary of Benefits and Potential Payments Upon Termination of Employment or Change in Control

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  109. Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2025

    Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2025 The following table shows the approximate value of the payments and benefits our NEOs would have been entitled to receive had their employment been terminated or had a change in control occurred on December 31, 2025. The table excludes: (i) amounts accrued through December 31, 2025 that would be paid in the normal course of continued employment, such as accrued but unpaid salary and bonus amounts; (ii) vested account balances under the Company’s 401(k) plan; and (iii) vested equity awards. The table also excludes the effect of any cutback required under the executive’s employment agreement, if any, to avoid having any portion of the executive’s payments or benefits being non-deductible by the Company under Section 280G of the Internal Revenue Code and the imposition of an excise tax on the executive under Section 4999 of the Internal Revenue Code. Accordingly, the amounts presented in the table have not been reduced by an amount necessary to avoid the payment of such excise taxes and, therefore, the actual payout amounts may be lower than the amounts presented in the table. The amounts shown are merely estimates of the amounts that would be paid upon termination, each in accordance with the respective employment agreements or other compensation arrangements for each NEO (or the awards that would vest based on the equity agreements). The actual amounts to be paid (or the value of the awards that will vest) can only be determined at the time of termination of employment.

  110. Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2025

    | | Severance Payments | | Acceleration of | | | | | | Name/Triggering Event | Base Salary Multiple | Bonus Equivalent | RSUs(1) | PSUs(2)(3) | Health Benefits | Other | Total | | Jared Wolff | | | | | | | | | Termination for cause/voluntary termination without good reason | $— | $— | $— | $— | $— | $— | $— | | Involuntary termination without cause/non-renewal upon expiration of employment term/voluntary termination with good reason | 2,100,000(4) | 3,150,000(4) | 3,086,207 | — | 132,987(6) | — | 8,469,194 | | After change in control, involuntary termination without cause/voluntary termination with good reason | 3,150,000(4) | 4,725,000(4) | 3,086,207 | 8,120,257 | 132,987(6) | — | 19,214,451 | | Change in control, but no termination of employment occurs | — | — | — | — | — | — | — | | Death or Disability | — | 1,575,000 | 3,086,207 | 8,120,257 | 1,000,000(7) | — | 13,781,464 | | Joseph Kauder | | | | | | | | | Termination for cause/voluntary termination without good reason | $— | $— | $— | $— | $— | $— | $— | | Involuntary termination without cause/voluntary termination with good reason | 575,000(5) | 230,000(5) | 844,227 | — | — | — | 1,649,227 | | After change in control, involuntary termination without cause/voluntary termination with good reason | 1,150,000(5) | 920,000(5) | 844,227 | 2,058,864 | 66,493(6) | — | 5,039,584 | | Change in control, but no termination of employment occurs | — | — | — | — | — | — | — | | Death or Disability | — | — | 844,227 | 2,058,864 | 1,000,000(7) | — | 3,903,091 |

  111. Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2025

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  112. Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2025

    | (continued) | Severance Payments | | Acceleration of | | | | | | Name/Triggering Event | Base Salary Multiple | Bonus Equivalent | RSUs(1) | PSUs(2)(3) | Health Benefits | Other | Total | | Bryan Corsini(8) | | | | | | | | | Termination for cause/voluntary termination without good reason | $— | $— | $— | $— | $— | $— | $— | | Involuntary termination without cause/voluntary termination with good reason | — | — | 1,638,782 | — | — | — | 1,638,782 | | After change in control, involuntary termination without cause/voluntary termination with good reason | 825,000 | 660,000 | 1,638,782 | — | 35,357 | — | 2,334,139 | | Change in control, but no termination of employment occurs | — | — | — | — | — | — | — | | Termination qualified as Employment Loss (as defined under the Employee Severance Plan) | 264,423 | — | — | — | — | — | 264,423 | | Death or Disability | — | — | 1,638,782 | 714,984 | 600,000 | — | 2,953,766 | | Ido Dotan | | | | | | | | | Termination for cause/voluntary termination without good reason | $— | $— | $— | $— | $— | $— | $— | | Involuntary termination without cause/voluntary termination with good reason | — | — | — | — | — | — | — | | After change in control, involuntary termination without cause/voluntary termination with good reason | 862,500 | 690,000 | 686,840 | 2,058,864 | 66,493(6) | — | 4,364,697 | | Change in control, but no termination of employment occurs | — | — | — | — | — | — | — | | Termination qualified as Employment Loss (as defined under the Employee Severance Plan) | 176,923 | — | — | — | — | — | 176,923 | | Death or Disability | — | — | 686,840 | 2,058,864 | 1,000,000(7) | — | 3,745,704 | | Hamid Hussain | | | | | | | | | Termination for cause/voluntary termination without good reason | $— | $— | $— | $— | $— | $— | $— | | Involuntary termination without cause/voluntary termination with good reason | — | — | — | — | — | — | — | | After change in control, involuntary termination without cause/voluntary termination with good reason | 937,500 | 750,000 | 750,072 | 2,123,871 | 53,110(6) | — | 4,614,554 | | Change in control, but no termination of employment occurs | — | — | — | — | — | — | — | | Termination qualified as Employment Loss (as defined under the Employee Severance Plan) | 192,308 | — | — | — | — | — | 192,308 | | Death or Disability | — | — | 750,072 | 2,123,871 | 1,000,000(7) | — | 3,873,943 |

  113. Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2025

    (1)For RSUs, the amount shown represents the fair market value of the acceleration of vesting of the unvested awards based on the closing price per share of the Company’s voting common stock on December 31, 2025 of $19.29. For information about the unvested awards, see the Outstanding Equity Awards at December 31, 2025 section in this proxy statement. (2)For PSUs, other than the Stockholder Value Creation award (discussed in footnote 3 below), the acceleration of unvested shares assumes PSUs vest pro-rata based on target payouts after termination of employment relating to a change in control and in the event of death or disability. For information about the unvested awards, see the Outstanding Equity Awards at December 31, 2025 section in this proxy statement. (3)For PSUs awarded under the Stockholder Value Creation equity grant, the acceleration of unvested shares assumes PSUs vest pro-rata based on the portion of the award expensed as of the date of the change in control and in the event of death or disability. (4)Represents the amount that would be paid to Mr. Wolff in cash pursuant to his employment agreement following the termination of his employment in a lump sum on the first payroll date after 60 calendar days have passed from the termination event.

  114. Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2025

    | 65 | Banc of California | Annual Proxy Statement | 2026 |

  115. Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2025

    (5)Represents the amount that would be paid to Mr. Kauder in cash pursuant to his employment agreement following the termination of his employment in a lump sum on the first payroll period after 60 calendar days have passed from the termination event. (6)Represents the COBRA premium amount that would be paid to NEOs. (7)Death benefit paid by the carrier. (8)Per the terms of Mr. Corsini's retention agreement, any unvested portions of his $1.1 million RSU retention bonus will accelerate upon termination by the Company without cause, voluntary termination for good reason, or termination due to death or disability prior to the third anniversary of his retention agreement.

  116. Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2025

    | 66 | Banc of California | Annual Proxy Statement | 2026 |

  117. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio The Company believes executive pay should be aligned with our employees to create stockholder value. Annually, the CNG Committee reviews the amounts paid to our Chief Executive Officer (CEO) as compared to amounts paid to all employees. Set forth below is the annual total compensation of our median employee, the annual total compensation of our CEO, Mr. Wolff, and the ratio of those two amounts: •The 2025 annual total compensation of the median employee of the Company (other than our CEO) was $98,183; •The 2025 annual total compensation of Mr. Wolff was $5,303,882; and •For 2025, the ratio of the annual total compensation of Mr. Wolff to the median annual total compensation of all our employees was 54:1. Our CEO-to-median employee pay ratio is calculated in accordance with Item 402(u) of Regulation S-K promulgated by the SEC. The rules for determining this pay ratio based on the median employee's annual total compensation allow companies to utilize different methodologies that reflect their employment and compensation practices. As such, the pay ratio reported by other companies may not be comparable to our pay ratio. To determine the median employee, we: •examined actual 2025 earnings from payroll records; •annualized the regular pay to equal a twelve-month period for employees who joined the Company during 2025; •excluded employees who separated in 2025 such that only active employees at December 31, 2025 were considered; and •excluded the CEO and employees with no 2025 regular earnings. The results were sorted from lowest total compensation to highest total compensation to determine the median employee. The Company calculated the 2025 annual total compensation for both our median employee and our CEO using the same methodology that the Company used to calculate the CEO's annual total compensation for the Summary Compensation Table in this proxy statement and as further described below as applicable: •we annualized regular pay to equal a twelve-month period; and •we annualized all other compensation to equal a twelve-month period. The CEO's total compensation is divided by the total compensation of the median employee to determine the CEO pay ratio.

  118. Chief Executive Officer Pay Ratio

    | 67 | Banc of California | Annual Proxy Statement | 2026 |

  119. Relationship Analysis Between "Compensation Actually Paid" and Performance Measures

    Relationship Analysis Between "Compensation Actually Paid" and Performance Measures The following chart sets forth the relationship between the compensation actually paid to our CEO, the average compensation actually paid to our non-CEO NEOs, our cumulative TSR and that of the KBW NASDAQ Regional Banking Index over the five most recently completed fiscal years. The following chart sets forth the relationship between compensation actually paid to our CEO, the average compensation actually paid to our non-CEO NEOs and our net earnings (loss) for the five most recently completed fiscal years. (1) Net earnings (loss) for the year ended December 31, 2025, 2024 and 2023 represent reported financial results and metric of the combined company. Following the PacWest Merger, net loss for the year ended December 31, 2023 reflect PacWest financial results only on a standalone basis until the closing of the PacWest Merger on November 30, 2023, and results of the combined company for the month of December 2023. Net earnings for the years ended December 31, 2022 and 2021 represent reported financial results of the legacy Banc of California on which compensation was based.

  120. Relationship Analysis Between "Compensation Actually Paid" and Performance Measures

    | 70 | Banc of California | Annual Proxy Statement | 2026 |

  121. Relationship Analysis Between "Compensation Actually Paid" and Performance Measures

    The following chart sets forth the relationship between compensation actually paid to our CEO, the average compensation actually paid to our non-CEO NEOs and our ROATCE(2) for the five most recently completed fiscal years. (2) ROATCE for the year ended December 31, 2025, 2024 and 2023 represent financial metric of the combined company. Following the PacWest Merger, net loss for the year ended December 31, 2023 reflect PacWest financial results only on a standalone basis until the closing of the PacWest Merger on November 30, 2023, and results of the combined company for the month of December 2023. ROATCE for the years ended December 31, 2022 and 2021 represent financial metric of the legacy Banc of California on which compensation was based. See Appendix A - Non-GAAP Measures for further details.

  122. Director Nominees Unable to Stand for Election

    Director Nominees Unable to Stand for Election If a director nominee is unable to stand for election, the Board of Directors may either reduce the number of directors to be elected or select a substitute director nominee. If a substitute director nominee is selected, the persons named in the proxy will vote your shares for the substitute director nominee.