Sec Form 4 Filing - LASHLEY RICHARD J @ BANC OF CALIFORNIA, INC. - 2024-02-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LASHLEY RICHARD J 2. Issuer Name and Ticker or Trading Symbol BANC OF CALIFORNIA, INC. [ BANC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BANC OF CALIFORNIA, INC., 3 MACARTHUR PLACE 3. Date of Earliest Transaction (MM/DD/YY) 02/29/2024 (Street) SANTA ANA, CA92707 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Depositary Shares of Series F Preferred Stock 02/29/2024 P 10,000 A $ 21.3993 ( 1 ) 10,000 I By Goodbody/PL Capital, LLC ( 2 ) Common Stock 03/01/2024 P 15,000 A $ 14.4446 ( 3 ) 2,478,143 I By PL Capital, LLC ( 4 ) Common Stock 54,284 D Common Stock 738,576 I By Goodbody/PL Capital, LLC ( 2 ) Common Stock 10,000 I By Richard Lashley ROTH IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LASHLEY RICHARD J C/O BANC OF CALIFORNIA, INC. 3 MACARTHUR PLACE SANTA ANA, CA92707 X Signatures /s/ Ido Dotan, Attorney-in-Fact for Richard J Lashley 03/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported price is a weighted average price. These depositary shares were purchased in multiple transactions at prices ranging from $21.38 to $21.40 per depositary share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of depositary shares purchased at each separate price within the range set forth herein. ( 2 )Goodbody/PL Capital, LLC is a Delaware limited liability company and the sole General Partner of Goodbody/PL Capital, L.P., a Delaware limited partnership. The Reporting Person is the holder of a 50% equity interest in, and one of two Managing Members of, Goodbody/PL Capital, LLC. He reports all shares held by the limited partnership as it is impractical to determine his proportionate interest in such limited partnerships, which may include interests he holds as a direct or indirect limited partner. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 3 )The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $14.37 to $14.50 per share, inclusive. The Reporting Person undertakes toprovide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at eachseparate price within the range set forth herein. ( 4 )PL Capital, LLC is a Delaware limited liability company and the sole General Partner of Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P., PL Capital Plus Fund, L.P., and PL Capital/Focused Fund, L.P., each a Delaware limited partnership. The Reporting Person is the holder of a 50% equity interest in, and one of two Managing Members of, PL Capital, LLC. He reports all shares held by the limited partnerships as it is impractical to determine his proportionate interest in such limited partnerships, which may include interests he holds as a direct or indirect limited partner. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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