Banc of California, Inc.
A full-service bank in Los Angeles serving small and mid-sized businesses, venture-backed startups, and everyday personal banking clients. Its roots go back to 1941, when aircraft workers at a Rohr plant in Chula Vista, California, started a credit union to help one another save. The institution later became Banc of California — and the unusual spelling "Banc" (not "Bank") is a legal workaround, since only chartered banks may use the protected word "Bank."
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
The following is management's discussion and analysis of the major factors that influenced our results of operations and financial condition as of and for the six months ended June 30, 2026. This analysis should be read in conjunction with our Annual Report on Form 10-K for the…
The following is management's discussion and analysis of the major factors that influenced our results of operations and financial condition as of and for the six months ended June 30, 2026. This analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 and with the unaudited consolidated financial statements and notes thereto set forth in this Quarterly Report on Form 10-Q. Forward-Looking Information This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of the “Safe-Harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements related to our anticipated benefits of our securities repositioning, targeted loan sale process, and other strategic balance sheet actions including, among others, an improved credit risk profile, increased capital efficiency, and an enhanced earnings profile; and other non-historical statements. Words or phrases such as “believe,” “will,” “should,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “plans,” “strategy,” or similar expressions are intended to identify these forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements. These statements are necessarily subject to risk and uncertainty and actual results could differ materially from those anticipated due to various factors, including those set forth from time to time in the documents filed or furnished by the Company with the SEC. The Company undertakes no obligation to revise or publicly release any revision or update to these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made, except as required by law. Factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to: (i) changes in general economic conditions, either nationally or in our market areas, including the impact of tariffs and retaliatory tariffs, supply chain disruptions, and the risk of recession or an economic downturn; (ii) changes in the interest rate environment, including the recent and potential future changes in the FRB benchmark rate, which could adversely affect our revenue and expenses, the value of assets and obligations, the realization of deferred tax assets, the availability and cost of capital and liquidity, and the impacts of continuing or renewed inflation; (iii) the credit risks of lending activities, which may be affected by deterioration in real estate markets and the financial condition of borrowers, and the operational risk of lending activities, including the effectiveness of our underwriting practices and the risk of fraud, any of which may lead to increased loan delinquencies, losses, and non-performing assets, and may result in our allowance for credit losses not being adequate; (iv) fluctuations in the demand for loans, and fluctuations in commercial and residential real estate values in our market area; (v) the quality and composition of our securities portfolio; (vi) our ability to develop and maintain a strong core deposit base, including among our venture banking clients, or other low cost funding sources necessary to fund our activities particularly in a rising or high interest rate environment; (vii) the rapid withdrawal of a significant amount of demand deposits over a short period of time; (viii) our ability to achieve or maintain the anticipated benefits of our securities repositioning and other strategic balance sheet actions due to one or more of the other factors described herein or otherwise, or the failure to complete our anticipated loan sales due to a condition to closing not being satisfied or otherwise; (ix) our ability to raise capital or incur debt on reasonable terms; (x) the costs and effects of litigation; (xi) risks related to the Company’s acquisitions, including disruption to current plans and operations; difficulties in customer and employee retention; fees, expenses and charges related to these transactions being significantly higher than anticipated; and our inability to achieve expected revenues, cost savings, synergies, and other benefits; (xii) the competitive and other impacts on our business of emerging technologies, including stablecoins and other digital currencies, tokenized deposits, blockchain, artificial intelligence, quantum computing, and related innovations affecting both the Company and the banking industry; (xiii) results of examinations by regulatory authorities of the Company and the possibility that any such regulatory authority may, among other things, limit our business activities, restrict our ability to invest in certain assets, refrain from issuing an approval or non-objection to certain capital or other actions, increase our allowance for credit losses, result in write-downs of asset values, restrict our ability or that of our bank subsidiary to pay dividends, or impose fines, penalties or sanctions; (xiv) legislative or regulatory changes that adversely affect our business, including changes in tax laws and policies, accounting policies and practices, privacy laws, and regulatory capital or other rules; (xv) the risk that our enterprise risk management framework may not be effective in mitigating risk and reducing the potential for losses; (xvi) errors in estimates of the fair values of certain of our assets and liabilities, as well as the value of collateral supporting our loans, which may result in significant changes in valuation or recoveries; (xvii) cybersecurity threats and failures or security breaches with respect to the network, applications, vendors and computer systems on which we depend; (xviii) our ability to attract and retain key members of our senior management team; (xix) the effects of climate change, severe weather events, natural disasters such as earthquakes and wildfires, pandemics, epidemics and other public health crises, military activity (including the ongoing Iran war) or acts of terrorism, and other external events on our business; (xx) the impact of bank failures or other adverse developments at other banks on general depositor and investor sentiment regarding the stability and liquidity of banks; (xxi) the possibility that our recorded goodwill could become impaired, which may have an adverse impact on our earnings and capital; (xxii) our existing indebtedness, together with any future incurrence of additional indebtedness, could adversely affect our ability 59 to raise additional capital and to meet our debt obligations; (xxiii) changes in market conditions or strategic balance sheet actions, which may result in realized losses on investment securities or other assets; (xxiv) the effects of any damage to our reputation resulting from developments related to any of the items identified above; and (xxv) other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services and the other risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and from time to time in other documents that we file with or furnish to the SEC. All forward-looking statements included in this Quarterly Report on Form 10-Q are based on information available at the time the statement is made. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise except as required by law. Overview Banc of California, Inc., a Maryland corporation, was incorporated in March 2002 and serves as the holding company for its wholly owned subsidiary, Banc of California (the “Bank”), a California state-chartered bank and a member of the FRB. When we refer to the "parent" or the “holding company," we are referring to Banc of California, Inc., the parent company, on a stand-alone basis. When we refer to “we,” “us,” “our,” or the “Company,” we are referring to Banc of California, Inc. and its consolidated subsidiaries including the Bank, collectively. The Bank is one of the nation’s premier relationship-based business banks, providing banking and treasury management services to small, middle-market, and venture-backed businesses. The Bank offers a broad range of loan and deposit products and services through 77 full-service branches located throughout California and in Denver, Colorado, and Durham, North Carolina, as well as through regional offices nationwide. The Bank also provides full-service payment processing solutions to its clients and serves the Community Association Management industry nationwide with its technology-forward platform, SmartStreet™. The Bank is committed to its local communities by supporting organizations that provide financial literacy and job training, small business support, affordable housing, and more. Recent Events Strategic Balance Sheet Actions During the second quarter of 2026, the Company executed several strategic balance sheet actions, including (i) the repositioning of $2.3 billion of lower-yielding HTM securities, (ii) the transfer of $827.0 million of selected commercial real estate and multi-family construction loans from HFI to HFS as part of a targeted loan sale process, and (iii) the redemption of $385.0 million of subordinated debt. As part of the securities repositioning, the Company transferred $2.3 billion of HTM securities to AFS, subsequently sold substantially all of the transferred securities, and redeployed a portion of the proceeds into higher-yielding, shorter-duration AFS securities. In connection with the targeted loan sale process, the Company transferred $827.0 million of loans to HFS during the quarter and subsequently entered into agreements to sell these loans in July 2026. In addition, the Company redeemed $385.0 million of subordinated debt prior to a higher interest rate reset. Stock Repurchase Program On March 23, 2026, we announced the extension of the Company’s existing $300 million stock repurchase program, which had been scheduled to expire in March 2026, through March 16, 2027. During six months ended June 30, 2026, the Company repurchased a total of approximately 1.7 million shares of common and common equivalent stock for $31.9 million, at a weighted-average price of $18.68 per share. As of June 30, 2026, the Company had $82.6 million remaining under the stock repurchase authorization. For further information on the stock repurchase program, see "Note 14. Stockholders' Equity", in Item 1 of this Form 10-Q. 60 Critical Accounting Policies and Estimates The following discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements and related notes, which have been prepared in accordance with U.S. GAAP. The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts and disclosure. We evaluate these estimates and assumptions on an ongoing basis based on historical experience and other relevant factors and circumstances; however, actual results may differ significantly from these estimates and assumptions, which could have a material adverse effect on our financial condition and results of operations. Our accounting policies and estimates are fundamental to understanding the following discussion and analysis of financial condition and results of operations. We identify critical accounting estimates as those that involve the most significant judgments, uncertainties, and subjective decisions, and that could result in materially different outcomes under different assumptions or conditions. Our critical accounting policies and estimates include those related to the ACL on loans and leases HFI and the realization of deferred tax assets and liabilities. Our critical accounting policies and estimates are described in "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in the Form 10-K. 61 Non-GAAP Financial Measures We use certain non-GAAP financial measures to provide meaningful supplemental information regarding the Company’s operational performance and to enhance investors’ overall understanding of such financial performance. This disclosure should not be viewed as a substitute for results determined in accordance with GAAP. The methodology for determining these non-GAAP measures may differ among companies and may not be comparable. Accordingly, we refer to the following non‑GAAP measures in this Quarterly Report on Form 10‑Q. Return on average tangible common equity, tangible common equity, tangible book value per common share, efficiency ratio, and pre-tax pre-provision income are presented because the use of these measures is prevalent among banking regulators, investors, and analysts. These measures are disclosed in addition to the related GAAP measures of return on average equity, book value per common share, and noninterest expense to total revenue, respectively. Reconciliations of these non‑GAAP measures to the most directly comparable GAAP measures are presented in the following tables for and as of the periods presented. Three Months Ended Six Months Ended Return on Average Tangible June 30, March 31, June 30, June 30, Common Equity ("ROATCE") 2026 2026 2025 2026 2025 (Dollars in thousands) Net (loss) earnings $ (241,347) $ 71,952 $ 28,385 $ (169,395) $ 81,953 Adjustments: Intangible asset amortization 6,349 6,348 7,159 12,697 14,319 Tax impact of adjustment above (1) (1,778) (1,596) (1,655) (3,720) (3,311) Adjustment to net (loss) earnings 4,571 4,752 5,504 8,977 11,008 Adjusted net (loss) earnings for ROATCE (236,776) 76,704 33,889 (160,418) 92,961 Less: Preferred stock dividends 9,947 9,947 9,947 19,894 19,894 Adjusted net (loss) earnings available to common and equivalent stockholders for ROATCE $ (246,723) $ 66,757 $ 23,942 $ (180,312) $ 73,067 Average stockholders' equity $ 3,545,141 $ 3,548,700 $ 3,430,143 $ 3,546,910 $ 3,476,902 Less: Average goodwill and intangible assets 311,068 317,215 337,352 314,125 340,961 Less: Average preferred stock 498,516 498,516 498,516 498,516 498,516 Average tangible common equity $ 2,735,557 $ 2,732,969 $ 2,594,275 $ 2,734,269 $ 2,637,425 Return on average equity (2) (27.31) % 8.22 % 3.32 % (9.63) % 4.75 % Return on average tangible common equity (3) (36.18) % 9.91 % 3.70 % (13.30) % 5.59 % ___________________________________ (1) Effective tax rates of 28.00%, 25.14% and 23.12% used for the three months ended June 30, 2026, March 31, 2026 and June 30, 2025. Effective tax rates of 29.30% and 23.12% used for the six months ended June 30, 2026 and 2025. (2) Annualized net (loss) earnings divided by average stockholders' equity. (3) Annualized adjusted net (loss) earnings available to common and equivalent stockholders for ROATCE divided by average tangible common equity. 62 Tangible Common Equity and Tangible Book Value Per Common Share June 30, 2026 December 31, 2025 (Dollars in thousands, except per share data) Stockholders’ equity $ 3,410,146 $ 3,541,277 Less: Preferred stock 498,516 498,516 Total common equity 2,911,630 3,042,761 Less: Goodwill and intangible assets 307,230 319,808 Tangible common equity $ 2,604,400 $ 2,722,953 Book value per common share (1) $ 18.38 $ 19.56 Tangible book value per common share (2) $ 16.44 $ 17.51 Common and equivalent shares outstanding (3) 158,432,520 155,533,403 _______________________________________ (1) Total common equity divided by common and equivalent shares outstanding. (2) Tangible common equity divided by common and equivalent shares outstanding. (3) Common and equivalent shares outstanding include NVCE that are participating securities. There was no NVCE outstanding as of June 30, 2026. Three Months Ended Six Months Ended June 30, March 31, June 30, June 30, Efficiency Ratio 2026 2026 2025 2026 2025 (Dollars in thousands) Noninterest expense (1) $ 189,867 $ 181,391 $ 185,869 $ 371,258 $ 369,522 Less: Intangible asset amortization (6,349) (6,348) (7,159) (12,697) (14,319) Noninterest expense used for efficiency ratio $ 183,518 $ 175,043 $ 178,710 $ 358,561 $ 355,203 Net interest income $ 250,501 $ 251,617 $ 240,216 $ 502,118 $ 472,580 Noninterest (loss) income (234,096) 35,328 32,633 (198,768) 66,283 Total revenue 16,405 286,945 272,849 303,350 538,863 Add: Loss on sale of securities 256,749 — — 256,749 — Total revenue used for efficiency ratio $ 273,154 $ 286,945 $ 272,849 $ 560,099 $ 538,863 Noninterest expense to total revenue 1157.37 % 63.21 % 68.12 % 122.39 % 68.57 % Efficiency ratio (2) 67.18 % 61.00 % 65.50 % 64.02 % 65.92 % _______________________________________ (1) Includes customer related expense of $24.1 million, $23.7 million, and $26.6 million for the three months ended June 30, 2026, March 31, 2026, and June 30, 2025, and $47.9 million and $54.3 million for six months ended June 30, 2026 and 2025. (2) Noninterest expense used for efficiency ratio divided by total revenue used for efficiency ratio. Three Months Ended Six Months Ended June 30, March 31, June 30, June 30, Pre-Tax Pre-Provision (Loss) Income 2026 2026 2025 2026 2025 (Dollars in thousands) Net interest income (GAAP) $ 250,501 $ 251,617 $ 240,216 $ 502,118 $ 472,580 Add: Noninterest (loss) income (GAAP) (234,096) 35,328 32,633 (198,768) 66,283 Total revenues (GAAP) 16,405 286,945 272,849 303,350 538,863 Less: Noninterest expense (GAAP) 189,867 181,391 185,869 371,258 369,522 Pre-tax pre-provision (loss) income (Non-GAAP) $ (173,462) $ 105,554 $ 86,980 $ (67,908) $ 169,341 63 Results of Operations The Company reported net loss available to common and equivalent stockholders of $251.3 million, or $(1.61) per diluted common share, for the second quarter of 2026. This compares to net earnings available to common and equivalent stockholders of $62.0 million, or $0.39 per diluted common share, for the first quarter of 2026, and net earnings available to common and equivalent stockholders of $18.4 million, or $0.12 per diluted common share, for the second quarter of 2025. The net loss for the second quarter of 2026 was primarily attributable to the impact of strategic balance sheet actions undertaken during the quarter, including the securities repositioning, targeted loan sale process, and redemption of subordinated debt. Second Quarter 2026 Financial Highlights: •Executed a securities repositioning to drive higher recurring earnings power, including the sale of $2.3 billion of lower-yielding securities and partial redeployment of $1.7 billion into higher-yielding shorter-duration securities, with the remaining proceeds expected to be invested in the third quarter of 2026. The repositioning generated a 276 basis point yield pickup on redeployed balances and resulted in a $256.7 million pre-tax loss on securities. •Commenced a targeted loan sale process involving $827.0 million of loans to reduce selected exposures, enhance capital efficiency, and improve the risk profile of the loan portfolio. Total provision expense of $161.8 million includes the impact of transferring these loans to HFS at the LOCOM. •Redeemed $385.0 million of subordinated debt prior to a significantly higher interest rate reset, reducing future funding costs and supporting stronger pre-tax pre-provision earnings. •Average loans increased $556.1 million, or 2.3%, during the quarter, driven by $2.8 billion of loan production and disbursements with a weighted average interest rate on production of 6.39%. •Total deposits increased $799.0 million, or 2.9% during the quarter, with average noninterest-bearing deposits comprising 28.5% of average total deposits. •Loan-to-deposit ratio decreased 235 basis points to 89.3%. •Credit quality trends were favorable, as classified loans and leases and special mention loans and leases as a percentage of total loans and leases HFI declined by 99 basis points, and 154 basis points, respectively. •Capital ratios exceeded the regulatory thresholds for "well capitalized" banks, including a 11.67% Tier 1 capital ratio and 9.25% CET 1 capital ratio. •Book value per share and tangible book value per share(1) were $18.38 and $16.44, respectively, reflecting the near-term impact of the strategic balance sheet actions completed during the quarter. ___________________________________ (1) See "- Non-GAAP Financial Measures." 64 The following table presents financial results and performance ratios for the periods indicated: Three Months Ended Six Months Ended June 30, March 31, June 30, 2026 2026 2026 2025 (Dollars in thousands, except per share data) Earnings Summary: Interest income $ 414,596 $ 407,442 $ 822,038 $ 827,164 Interest expense (164,095) (155,825) (319,920) (354,584) Net interest income 250,501 251,617 502,118 472,580 Provision for credit losses (161,780) (9,800) (171,580) (48,400) Noninterest (loss) income (234,096) 35,328 (198,768) 66,283 Noninterest expense (189,867) (181,391) (371,258) (369,522) (Loss) earnings before income taxes (335,242) 95,754 (239,488) 120,941 Income tax benefit (expense) 93,895 (23,802) 70,093 (38,988) Net (loss) earnings (241,347) 71,952 (169,395) 81,953 Preferred stock dividends (9,947) (9,947) (19,894) (19,894) Net (loss) earnings available to common and equivalent stockholders $ (251,294) $ 62,005 $ (189,289) $ 62,059 Per Common Share Data: Diluted (loss) earnings per share (1) $ (1.61) $ 0.39 $ (1.22) $ 0.38 Performance Ratios: Return on average assets (3) (2.79) % 0.86 % (1.00) % 0.49 % Return on average equity (3) (27.31) % 8.22 % (9.63) % 4.75 % Return on average tangible common equity (2)(3) (36.18) % 9.91 % (13.30) % 5.59 % Net interest margin (3) 3.13 % 3.24 % 3.18 % 3.09 % Yield on average loans and leases (3) 5.63 % 5.74 % 5.69 % 5.92 % Cost of average total deposits (3) 1.80 % 1.78 % 1.79 % 2.12 % Noninterest expense to total revenue (4) 1157.37 % 63.21 % 122.39 % 68.57 % Efficiency ratio (2)(5) 67.18 % 61.00 % 64.02 % 65.92 % Capital Ratios (consolidated): Common equity tier 1 capital ratio 9.25 % 10.18 % Tier 1 capital ratio 11.67 % 12.54 % Total capital ratio 14.31 % 16.55 % Tier 1 leverage capital ratio 8.89 % 9.97 % Risk-weighted assets $ 26,061,398 $ 26,697,277 _____________________________ (1) Common shares include NVCE that are participating securities. There was no NVCE outstanding as of June 30, 2026 and March 31, 2026. (2) See "Non-GAAP Financial Measures" in Item 2 of this Form 10-Q. (3) Annualized. (4) Total revenue equals the sum of NII and noninterest income. (5) Ratio calculated by dividing noninterest expense (less intangible asset amortization and acquisition, integration and reorganization costs) by total revenue (less gain/loss on securities). See "Non-GAAP Financial Measures" in Item 2 of this Form 10-Q. Noninterest expense includes customer related expense of $24.1 million and $23.7 million for the three months ended June 30, 2026 and March 31, 2026, and $47.9 million and $54.3 million for six months ended June 30, 2026 and 2025. 65 Net Interest Income and Net Interest Margin The following tables summarize the distribution of average assets, liabilities, and stockholders’ equity, as well as interest income and yields earned on average interest-earning assets and interest expense and rates paid on average interest-bearing liabilities, presented on a tax equivalent basis, for the periods indicated: Three Months Ended June 30, 2026 March 31, 2026 June 30, 2025 Interest Yields Interest Yields Interest Yields Average Income/ and Average Income/ and Average Income/ and Balance Expense Rates Balance Expense Rates Balance Expense Rates (Dollars in thousands) ASSETS: Loans and leases (1) $ 25,266,712 $ 354,832 5.63 % $ 24,710,609 $ 349,943 5.74 % $ 24,504,319 $ 362,303 5.93 % Investment securities 4,938,232 42,407 3.44 % 5,018,002 41,873 3.38 % 4,719,954 37,616 3.20 % Deposits in financial institutions 1,912,585 17,357 3.64 % 1,742,657 15,626 3.64 % 1,872,736 20,590 4.41 % Total interest‑earning assets 32,117,529 414,596 5.18 % 31,471,268 407,442 5.25 % 31,097,009 420,509 5.42 % Other assets 2,527,401 2,531,433 2,667,140 Total assets $ 34,644,930 $ 34,002,701 $ 33,764,149 LIABILITIES AND STOCKHOLDERS’ EQUITY: Interest checking $ 8,313,161 47,694 2.30 % $ 8,175,172 46,882 2.33 % $ 7,778,882 52,877 2.73 % Money market 4,736,107 23,429 1.98 % 4,785,691 22,826 1.93 % 5,412,681 33,615 2.49 % Savings 1,883,240 9,575 2.04 % 1,957,831 9,772 2.02 % 1,959,987 12,777 2.61 % Time 4,820,101 43,572 3.63 % 4,510,418 40,753 3.66 % 4,569,490 45,671 4.01 % Total interest‑bearing deposits 19,752,609 124,270 2.52 % 19,429,112 120,233 2.51 % 19,721,040 144,940 2.95 % Borrowings 2,399,546 26,568 4.44 % 1,765,661 20,177 4.63 % 1,628,584 20,021 4.93 % Subordinated debt 699,159 13,257 7.61 % 953,739 15,415 6.55 % 946,740 15,332 6.50 % Total interest‑bearing liabilities 22,851,314 164,095 2.88 % 22,148,512 155,825 2.85 % 22,296,364 180,293 3.24 % Noninterest‑bearing demand deposits 7,866,139 7,890,489 7,583,894 Other liabilities 382,336 415,000 453,748 Total liabilities 31,099,789 30,454,001 30,334,006 Stockholders’ equity 3,545,141 3,548,700 3,430,143 Total liabilities and stockholders' equity $ 34,644,930 $ 34,002,701 $ 33,764,149 Net interest income $ 250,501 $ 251,617 $ 240,216 Net interest rate spread 2.30 % 2.40 % 2.18 % Net interest margin 3.13 % 3.24 % 3.10 % Total deposits (2) $ 27,618,748 $ 124,270 1.80 % $ 27,319,601 $ 120,233 1.78 % $ 27,304,934 $ 144,940 2.13 % Total funds (3) $ 30,717,453 $ 164,095 2.14 % $ 30,039,001 $ 155,825 2.10 % $ 29,880,258 $ 180,293 2.42 % _____________________ (1) Total loans are net of deferred fees, related direct costs, and premiums and discounts, but exclude the allowance for loan losses. Includes net loan discount accretion of $11.2 million, $12.2 million and $16.1 million for the three months ended June 30, 2026, March 31, 2026 and June 30, 2025. (2) Total deposits is the sum of interest-bearing deposits and noninterest-bearing demand deposits. The cost of total deposits is calculated as annualized interest expense on total deposits divided by average total deposits. (3) Total funds is the sum of total interest-bearing liabilities and noninterest-bearing demand deposits. The cost of total funds is calculated as annualized total interest expense divided by average total funds. 66 Six Months Ended June 30, 2026 June 30, 2025 Interest Yields Interest Yields Average Income/ and Average Income/ and Balance Expense Rates Balance Expense Rates (Dollars in thousands) ASSETS: Loans and leases (1) $ 24,990,197 $ 704,775 5.69 % $ 24,148,460 $ 708,406 5.92 % Investment securities 4,977,896 84,280 3.41 % 4,726,957 75,478 3.22 % Deposits in financial institutions 1,828,090 32,983 3.64 % 1,979,843 43,280 4.41 % Total interest‑earning assets 31,796,183 822,038 5.21 % 30,855,260 827,164 5.41 % Other assets 2,529,406 2,682,266 Total assets $ 34,325,589 $ 33,537,526 LIABILITIES AND STOCKHOLDERS’ EQUITY: Interest checking $ 8,244,548 94,576 2.31 % $ 7,562,369 100,756 2.69 % Money market 4,760,762 46,255 1.96 % 5,414,190 66,618 2.48 % Savings 1,920,329 19,347 2.03 % 1,954,349 25,634 2.65 % Time 4,666,115 84,325 3.64 % 4,534,076 92,462 4.11 % Total interest-bearing deposits 19,591,754 244,503 2.52 % 19,464,984 285,470 2.96 % Borrowings 2,084,355 46,745 4.52 % 1,513,790 38,442 5.12 % Subordinated debt 825,746 28,672 7.00 % 944,790 30,672 6.55 % Total interest‑bearing liabilities 22,501,855 319,920 2.87 % 21,923,564 354,584 3.26 % Noninterest‑bearing demand deposits 7,878,247 7,649,000 Other liabilities 398,577 488,060 Total liabilities 30,778,679 30,060,624 Stockholders’ equity 3,546,910 3,476,902 Total liabilities and stockholders' equity $ 34,325,589 $ 33,537,526 Net interest income $ 502,118 $ 472,580 Net interest rate spread 2.34 % 2.15 % Net interest margin 3.18 % 3.09 % Total deposits (2) $ 27,470,001 $ 244,503 1.79 % $ 27,113,984 $ 285,470 2.12 % Total funds (3) $ 30,380,102 $ 319,920 2.12 % $ 29,572,564 $ 354,584 2.42 % _____________________ (1) Total loans are net of deferred fees, related direct costs, and premiums and discounts, but exclude the allowance for loan losses. Includes net loan discount accretion of $23.4 million and $32.1 million for the six months ended June 30, 2026 and 2025. (2) Total deposits is the sum of total interest-bearing deposits and noninterest-bearing demand deposits. The cost of total deposits is calculated as annualized interest expense on total deposits divided by average total deposits. (3) Total funds is the sum of total interest-bearing liabilities and noninterest-bearing demand deposits. The cost of total funds is calculated as annualized total interest expense divided by average total funds. 67 Second Quarter of 2026 Compared to First Quarter of 2026 NII decreased by $1.1 million to $250.5 million for the second quarter, from $251.6 million in the first quarter. This decrease was driven by an $8.3 million increase in total interest expense, offset partially by a $7.2 million increase in total interest income. The increase in interest expense was due to a $4.0 million increase in interest expense on deposits, attributable to higher average balances, and a $4.2 million increase in interest expense on our borrowings driven by higher balances to fund loan growth and replace subordinated debt funding, following the redemption of the 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031 during the second quarter. The increase in interest income was driven by a $10.4 million increase from higher average loan balances and an additional day in the quarter, and a $2.3 million increase from investments and deposits in financial institutions driven by higher average balances as a result of the securities repositioning. These increases were offset partially by a $4.6 million reduction primarily related to loans placed on nonaccrual status. Net interest margin was 3.13% for the second quarter, down 11 basis points from 3.24% for the first quarter. The decrease was primarily driven by nonaccrual interest impacts and an increase in short-term funding associated with strong loan growth and the redemption of subordinated debt, while core deposit growth strengthened toward quarter-end, improving the Company's funding profile entering the third quarter. The average total cost of funds increased to 2.14% from 2.10%, as a result of a 2 basis point increase in the average total cost of deposits to 1.80%, and a 19 basis point decrease in the average cost of borrowings to 4.44%. The average yield on interest-earning assets decreased to 5.18% from 5.25%, as a result of an 11 basis point decrease in the average yield on loans and leases to 5.63%. Average total deposits increased by $299.1 million, with a $323.5 million increase in average interest-bearing deposits, offset partially by a $24.4 million decrease in average noninterest-bearing deposits. Average noninterest-bearing deposits represented 28.5% of average total deposits in the second quarter, down from 28.9% in the first quarter. Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 NII increased $29.5 million to $502.1 million for the six months ended June 30, 2026, from $472.6 million for the six months ended June 30, 2025. This increase was primarily driven by a $41.0 million decrease in interest expense on deposits primarily due to lower interest rates following federal funds rate cuts, and an $8.8 million increase in interest income from investment securities reflecting the benefits of prior strategic balance sheet actions and reinvestment into higher-yielding assets. These benefits were offset partially by a $10.3 million decrease in interest income from deposits in financial institutions due to lower balances and lower market interest rates, a $6.3 million increase in borrowing costs associated with funding loan growth and the subordinated debt redemption in the second quarter of 2026, and a $3.6 million decrease in loan interest income primarily attributable to a reversal of previously accrued interest on loans placed on nonaccrual status, offset partially by the benefit of higher average loan balances. The net interest margin was 3.18% for the six months ended June 30, 2026, up 9 basis points from 3.09% for the six months ended June 30, 2025. The year-over-year improvement was primarily driven by a 30 basis point decrease in the average total cost of funds to 2.12%, offset partially by a 20 basis point decrease in the average yield on interest-earning assets to 5.21%. The average total cost of funds decreased by 30 basis points to 2.12%, driven mainly by lower market interest rates. The average cost of deposits declined by 33 basis points to 1.79%, reflecting the impact of federal funds rate cuts in the second half of 2025. Average total deposits increased by $356.0 million year-over-year, as a result of a $229.2 million increase in average noninterest-bearing deposits and a $126.8 million increase in average interest-bearing deposits. Average noninterest-bearing deposits represented 28.7% of average total deposits for the six months ended June 30, 2026, up from 28.2% for the comparable period in 2025. The average cost of borrowings also decreased by 60 basis points to 4.52%, reflecting the paydown of higher-cost borrowings in the prior year and their replacement with lower-cost long-term FHLB advances. The average yield on interest-earning assets declined by 20 basis points to 5.21%, due primarily to a 23 basis point decline in the average yield on loans and leases. 68 Provision for Credit Losses The following table sets forth the details of the provision for credit losses on loans and leases HFI and securities and information regarding credit quality metrics for the periods indicated: Three Months Ended Six Months Ended June 30, March 31, June 30, June 30, 2026 2026 2025 2026 2025 (Dollars in thousands) Provision For Credit Losses: Addition to allowance for loan and lease losses $ 162,000 $ 9,800 $ 38,580 $ 171,800 $ 48,280 (Reduction in) addition to reserve for unfunded loan commitments (2,000) — (350) (2,000) 150 Total loan-related provision 160,000 9,800 38,230 $ 169,800 $ 48,430 (Reduction in) addition to allowance for HTM securities (695) — 95 (695) (805) Addition to allowance for AFS securities 2,475 — 775 2,475 775 Total securities-related provision 1,780 — 870 1,780 (30) Total provision for credit losses $ 161,780 $ 9,800 $ 39,100 $ 171,580 $ 48,400 Credit Quality Metrics: Net charge-offs on loans and leases HFI (1) $ 160,281 $ 13,812 $ 44,222 $ 174,093 $ 58,296 Annualized net charge-offs to average loans and leases 2.54 % 0.23 % 0.72 % 1.40 % 0.49 % At quarter-end: Allowance for credit losses $ 276,240 $ 276,521 $ 258,565 Allowance for credit losses to loans and leases HFI 1.14 % 1.12 % 1.07 % Allowance for credit losses to nonaccrual loans and leases HFI 135.60 % 148.88 % 154.35 % Nonaccrual loans and leases HFI $ 203,712 $ 185,734 $ 167,516 Nonaccrual loans and leases HFI to loans and leases HFI 0.84 % 0.75 % 0.69 % ______________________ (1) See "Balance Sheet Analysis - Allowance for Credit Losses on Loans and Leases Held for Investment" in Item 2 of this Form 10-Q for detail of charge-offs and recoveries by loan portfolio segment, class, and subclass for the periods presented. Provisions for credit losses are charged to earnings for both on and off‑balance sheet credit exposures. The provisions for credit losses on our loans and leases HFI, AFS debt securities, and HTM debt securities are based on our allowance methodologies and are expenses that, in our judgment, are required to maintain an appropriate ACL for these assets. Second Quarter of 2026 Compared to First Quarter of 2026 The provision for credit losses was $161.8 million for the second quarter compared to $9.8 million for the first quarter. The increase was primarily driven by $161.6 million of charge-offs, the impact of loan growth and higher loss given default rates on commercial real estate and multi-family construction loans, offset partially by improved risk ratings for our HFI portfolio. The increase in net charge-offs in the quarter related primarily to the transfer of $827.0 million of loans to HFS in connection with the targeted loan sale process. The transfer required the loans to be recorded at LOCOM, resulting in charge-offs and additional provision expense during the quarter. The first quarter provision for loan losses and unfunded loan commitments was primarily driven by net charge off activity and changes in loan risk ratings including specific reserves, offset partially by lower balances in the HFI portfolio and lower qualitative reserves. Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 The provision for credit losses was $171.6 million for the six months ended June 30, 2026, compared to $48.4 million for the six months ended June 30, 2025. The provision for the six months ended 2026 consisted of provision for loan losses of $171.8 million, primarily reflecting the impact of the targeted loan sale process, offset partially by a $2.0 million reduction in provision for unfunded loan commitments. The provision for the six months ended June 30, 2025 included the impact of $506.7 million of loans transferred to HFS and recorded at the LOCOM. The remaining increase in the provision for loan losses and unfunded loan commitments was primarily driven by net charge-off activity experienced in the first half of the year, with additional impacts from changes in loan risk ratings, and higher unfunded commitments. These were offset partially by lower qualitative reserves, lower specific reserves, and a favorable shift in the portfolio mix due to growth in loan segments with lower expected credit losses. 69 Certain circumstances may lead to increased provisions for credit losses on loans and leases in the future. Examples of such circumstances include an increased amount of classified and/or nonaccrual loans and leases, net loan and lease and unfunded commitment growth, and changes in economic conditions and forecasts. Changes in economic conditions and forecasts include the rate of economic growth, the unemployment rate, the rate of inflation, changes in the general level of interest rates, changes in real estate values, and adverse conditions in borrowers’ businesses. For information regarding the ACL on loans and leases HFI and HTM securities, see “Balance Sheet Analysis - Allowance for Credit Losses on Loans and Leases” and “Critical Accounting Policies and Estimates” in Item 2 Management's Discussion and Analysis, and "Note 4. Loans and Leases Held for Investment" in Item 1 of this Form 10-Q. Noninterest (Loss) Income The following table summarizes noninterest income by category for the periods indicated: Three Months Ended Six Months Ended June 30, March 31, June 30, Noninterest (Loss) Income 2026 2026 2026 2025 (In thousands) Commissions and fees $ 9,034 $ 10,980 20,014 19,599 Leased equipment income 7,820 8,530 16,350 21,015 Service charges on deposit accounts 4,763 4,978 9,741 8,999 (Loss) gain on loans and leases HFS (12,544) 10 (12,534) 232 Loss on securities AFS (256,749) — (256,749) — Dividends and gains on equity investments 3,326 2,002 5,328 2,209 Warrant income 896 938 1,834 932 Other 9,358 7,890 17,248 13,297 Total noninterest (loss) income $ (234,096) $ 35,328 $ (198,768) $ 66,283 Second Quarter of 2026 Compared to First Quarter of 2026 Noninterest income decreased by $269.4 million, resulting in a loss of $234.1 million for the second quarter, compared to noninterest income of $35.3 million for the first quarter. The decrease was primarily driven by a $256.7 million pre-tax loss recognized as part of the securities repositioning, and a $12.5 million loss recorded as part of the LOCOM adjustment on HFS loans. Also included in noninterest income was a $3.1 million loss related to the redemption of $385.0 million aggregate principal amount of subordinated notes during the quarter. The decrease for the quarter was offset by the $3.8 million gain recognized on the sale of the Company's single-family mortgage servicing rights portfolio, which serviced approximately $1.35 billion of underlying loans. Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 Noninterest income decreased by $265.1 million to a loss of $198.8 million for the six months ended June 30, 2026, compared to income of $66.3 million for the same period 2025. The year-to-date decrease was primarily attributable to the $256.7 million pre-tax loss recognized as part of the securities repositioning, and a $12.5 million LOCOM adjustment on the HFS loans, as discussed above. 70 Noninterest Expense The following table summarizes noninterest expense by category for the periods indicated: Three Months Ended Six Months Ended June 30, March 31, June 30, Noninterest Expense 2026 2026 2026 2025 (In thousands) Compensation $ 85,120 $ 91,100 $ 176,220 $ 174,779 Customer related expense 24,114 23,737 47,851 54,328 Occupancy 14,714 14,892 29,606 30,483 Insurance and assessments 14,500 6,764 21,264 16,686 Information technology and data processing 13,769 14,339 28,108 28,172 Intangible asset amortization 6,349 6,348 12,697 14,319 Other professional services 5,599 4,236 9,835 10,919 Loan expense 5,170 4,292 9,462 6,980 Leased equipment depreciation 5,168 5,304 10,472 13,441 Other 15,364 10,379 25,743 19,415 Total noninterest expense $ 189,867 $ 181,391 $ 371,258 $ 369,522 Second Quarter of 2026 Compared to First Quarter of 2026 Noninterest expense increased by $8.5 million to $189.9 million for the second quarter from $181.4 million for the first quarter, primarily reflecting a $7.7 million increase in insurance and assessment due to a higher FDIC assessment rate resulting from the strategic balance sheet actions and its effect on assessment-related metrics and a $5.0 million increase in other expense related mainly to software obsolescence charges. These increases were offset partially by a $6.0 million decrease in compensation expense due to seasonal payroll related costs recognized in the first quarter. Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 Noninterest expense increased by $1.7 million to $371.3 million for the six months ended June 30, 2026 from $369.5 million for the six months ended June 30, 2025. The increase is primarily due to a $6.3 million increase in other expense related mainly to software obsolescence charges, a $4.6 million increase in insurance and assessment due to the higher assessment rate resulting from the strategic balance sheet actions, and a $2.5 million increase in loans expense related to legal fees. These increases were offset partially by a $6.5 million decrease in customer related expenses primarily due to federal fund rate cuts in the fourth quarter of 2025 and a $3.0 million decrease in leased equipment depreciation. Income Taxes Second Quarter of 2026 Compared to First Quarter of 2026 Income tax benefit of $93.9 million was recorded for the second quarter, resulting in an effective tax rate of 28.0%, compared to income tax expense of $23.8 million and an effective tax rate of 24.9% for the first quarter. The second quarter tax rate reflects the effects of the Company's strategic balance sheet actions. Due to the significant impact of these actions on projected annual earnings, the Company calculated its second quarter income tax provision using a year to date effective tax rate approach rather than the estimated annual effective tax rate method. Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 Income tax benefit of $70.1 million was recorded for the six months ended June 30, 2026, resulting in an effective tax rate of 29.3%, compared to income tax expense of $39.0 million and effective tax rate of 32.2% for the same period 2025. The decrease in effective tax rate from 2025 to 2026 is due primarily to the impact of a DTA revaluation recorded following the California state tax changes passed as part of the 2025 California budget enacted on June 30, 2025. 71 Balance Sheet Analysis The following table provides a summary of our balance sheet highlights as of the dates indicated: Balance Sheet Highlights June 30, 2026 December 31, 2025 Increase (Decrease) (In thousands) Cash and cash equivalents $ 2,818,055 $ 2,307,965 $ 510,090 Securities AFS 4,484,021 2,454,058 2,029,963 Securities HTM — 2,308,636 (2,308,636) Loans HFS 915,171 182,936 732,235 Loans and leases HFI 24,210,846 25,032,679 (821,833) Total loans and leases 25,126,017 25,215,615 (89,598) Total assets 35,030,953 34,797,442 233,511 Noninterest-bearing deposits 7,758,119 7,822,787 (64,668) Total deposits 28,121,182 27,843,357 277,825 Borrowings 2,460,363 2,063,819 396,544 Subordinated debt 573,555 952,740 (379,185) Total liabilities 31,620,807 31,256,165 364,642 Total stockholders' equity 3,410,146 3,541,277 (131,131) The Company's June 30, 2026 balance sheet reflects the effects of the several strategic balance sheet actions, including the repositioning of $2.3 billion of lower-yielding HTM securities, the transfer of $827.0 million of loans from HFI to HFS as part of a targeted loan sale process, and the retirement of $385.0 million of subordinated debt. Securities Available-for-Sale The following table presents the composition and durations of our AFS securities as of the dates indicated: June 30, 2026 December 31, 2025 Fair % of Duration Fair % of Duration Security Type Value Total (in years) Value Total (in years) (Dollars in thousands) Agency residential CMOs $ 2,599,212 58 % 3.5 $ 871,624 36 % 2.3 Agency residential MBS 788,640 18 % 7.5 834,085 34 % 7.6 Private label residential CMOs 262,028 6 % 4.8 228,975 9 % 4.4 Collateralized loan obligations 200,500 5 % — 200,822 8 % — Corporate debt securities 237,864 5 % 1.1 241,596 10 % 1.0 Agency commercial MBS 149,572 3 % 4.1 50,966 2 % 3.2 Asset-backed securities 12,181 — % 0.9 13,249 1 % 0.1 Private label commercial MBS 7,511 — % 2.9 9,279 — % 3.1 SBA securities 3,038 — % 3.9 3,462 — % 3.0 U.S. Treasury securities 223,475 5 % 2.6 — — % — Total securities AFS $ 4,484,021 100 % 4.0 $ 2,454,058 100 % 4.0 AFS securities increased by $1.8 billion to $4.5 billion at June 30, 2026 compared to $2.5 billion at December 31, 2025, due primarily to the transfer of HTM securities to AFS of $2.3 billion and purchases of $2.3 billion, offset partially by the sale of $2.3 billion, as part of the securities repositioning, $236.7 million of principal paydowns, $27.5 million of maturities, $17.4 million decrease in the fair value of AFS securities, and $3.4 million of net amortization. As of June 30, 2026, AFS securities had aggregate unrealized net after-tax losses in AOCI of $145.3 million, up from $136.6 million at December 31, 2025, driven by higher interest rates. 72 Securities Held-to-Maturity As a result of the securities repositioning, the Company did not hold any securities classified as HTM as of June 30, 2026. The following table presents the composition and duration of our HTM securities as of December 31, 2025. December 31, 2025 Amortized % of Duration Security Type Cost Total (in years) (Dollars in thousands) Municipal securities $ 1,237,792 54 % 7.5 Agency commercial MBS 447,283 19 % 5.1 Private label commercial MBS 360,382 16 % 4.8 U.S. Treasury securities 193,022 8 % 5.0 Corporate debt securities 70,852 3 % 4.0 Total securities HTM $ 2,309,331 100 % 6.3 Loans Held for Sale As part of our management of the loans held in our portfolio, on occasion we will transfer loans from HFI to HFS. Total loans and leases HFS increased by $732.2 million to $915.2 million at June 30, 2026 compared to $182.9 million at December 31, 2025. The increase was primarily driven by the transfer of $827.0 million of loans from HFI to HFS, which were recorded at the LOCOM, as part of the Company's targeted loan sale process and broader strategic balance sheet actions completed during the second quarter of 2026, offset partially by loan sales of $146.5 million . 73 Loans and Leases Held for Investment The following table presents the composition of our loans and leases HFI by loan portfolio segment, class, and subclass as of the dates indicated: June 30, 2026 December 31, 2025 % of % of Balance Total Balance Total (Dollars in thousands) Real Estate Mortgage: Commercial real estate $ 3,110,481 13 % $ 3,259,164 13 % SBA program 632,478 3 % 666,424 3 % Hotel 294,270 1 % 389,049 1 % Total commercial real estate mortgage 4,037,229 17 % 4,314,637 17 % Multi-family 5,445,475 22 % 6,089,417 24 % Residential mortgage 3,769,706 16 % 3,307,427 14 % Investor-owned residential 19,218 — % 32,567 — % Residential renovation 4,952 — % 6,739 — % Total other residential real estate 3,793,876 16 % 3,346,733 14 % Total real estate mortgage 13,276,580 55 % 13,750,787 55 % Real Estate Construction and Land: Commercial 360,392 1 % 379,387 2 % Residential 1,114,459 5 % 1,568,240 6 % Total real estate construction and land (1) 1,474,851 6 % 1,947,627 8 % Commercial: Lender finance 2,017,200 8 % 1,623,474 6 % Equipment finance 661,152 3 % 674,714 3 % Premium finance 355,960 1 % 447,939 2 % Other asset-based 284,510 2 % 204,883 1 % Total asset-based 3,318,822 14 % 2,951,010 12 % Equity fund loans 1,504,497 6 % 1,320,297 5 % Venture lending 935,578 4 % 901,800 4 % Total venture capital 2,440,075 10 % 2,222,097 9 % Warehouse lending 1,680,730 7 % 2,100,075 8 % Secured business loans 728,436 3 % 806,597 3 % Other lending 944,368 4 % 897,427 4 % Total other commercial 3,353,534 14 % 3,804,099 15 % Total commercial 9,112,431 38 % 8,977,206 36 % Consumer 346,984 1 % 357,059 1 % Total loans and leases HFI $ 24,210,846 100 % $ 25,032,679 100 % Total unfunded loan commitments $ 5,211,632 $ 5,433,357 ________________________________ (1) Includes land and acquisition and development loans of $186.0 million at June 30, 2026 and $214.5 million at December 31, 2025. Our non-deposit financial institutions ("NDFI") lending for HFI loans totaled $5.2 billion or 21.6%, as of June 30, 2026 compared to $5.1 billion, or 20.5% as of December 31, 2025, and is diversified across multiple asset classes, including warehouse lending, equity fund loans, and lender finance. The NDFI portfolio has a history of strong asset quality performance with no delinquencies, nonperforming loans, or classified loans for these respective periods. 74 The following table presents a roll forward of loans and leases HFI for the period indicated: Roll Forward of Loans and Leases Held for Investment Six Months Ended June 30, 2026 (In thousands) Balance, beginning of period $ 25,032,679 Additions: Production 2,174,209 Disbursements 2,736,926 Total production and disbursements 4,911,135 Reductions: Payoffs (1,613,249) Paydowns (3,052,484) Total payoffs and paydowns (4,665,733) Sales (74,236) Transfers to foreclosed assets (2,104) Charge-offs (177,714) Transfers to loans HFS (813,181) Total reductions (5,732,968) Net decrease (821,833) Balance, end of period $ 24,210,846 Loan Concentrations We mitigate loan concentration risk through disciplined underwriting and approval processes that consider borrower, industry, and collateral characteristics. All loan originations and renewals are individually reviewed, with larger exposures subject to credit committee oversight. Credit risk is actively managed through ongoing borrower monitoring, covenant compliance, independent credit review, and portfolio reviews designed to identify emerging credit risks. Total real estate loans HFI were $14.8 billion, or 61%, of our loan portfolio at June 30, 2026 and consisted of $13.3 billion of real estate mortgage loans and $1.5 billion of real estate construction and land loans, compared to $15.7 billion, or 63%, of our total loan portfolio at December 31, 2025 and consisted of $13.8 billion of real estate mortgage loans and $1.9 billion of real estate construction and land loans. At June 30, 2026 and December 31, 2025, 70% and 71% of our real estate loans were collateralized by property in California, reflecting the concentration of our community banking operations within the state. Allowance for Credit Losses on Loans and Leases Held for Investment The ACL represents our estimate of CECL for loans and leases HFI and unfunded loan commitments as of the reporting date. The ACL is estimated under the CECL methodology, which incorporates historical credit loss experience, current conditions, and reasonable and supportable forecasts. In estimating the ACL, we consider multiple forward‑looking economic scenarios, with scenario selection and weighting reflecting current economic conditions and downside risk over the reasonable and supportable forecast period. Expected losses revert to a through‑the‑cycle basis thereafter, and assumptions are reassessed quarterly based on portfolio composition, credit quality trends, and macroeconomic factors. Quantitative model outputs are supplemented by qualitative adjustments for risks not fully captured in the models, primarily related to CRE exposure, portfolio concentrations, and levels of adversely classified loans. As part of our ACL governance framework, we perform sensitivity analyses to assess the reasonableness of the allowance; however, due to the interrelated nature of key assumptions, the impact of changes in individual inputs cannot be isolated. We believe the ACL appropriately reflects expected credit losses inherent in the portfolio as of the reporting date. Actual results may differ due to changes in economic conditions, portfolio mix, or borrower performance. For additional information regarding our ACL methodology and accounting policies, see "Note 1 – Nature of Operations and Summary of Significant Accounting Policies" in Item 8 of the Form 10‑K. 75 The following table presents information regarding the ACL on loans and leases HFI as of the dates indicated: Allowance for Credit Losses Data June 30, 2026 December 31, 2025 (Dollars in thousands) Allowance for loan and lease losses $ 243,319 $ 245,612 Reserve for unfunded loan commitments 32,921 34,921 Total allowance for credit losses $ 276,240 $ 280,533 Allowance for credit losses to loans and leases HFI 1.14 % 1.12 % Allowance for loan and lease losses to nonaccrual loans and leases HFI 135.60 % 176.30 % The following table presents the changes in our ACL on loans and leases HFI for the periods indicated: Three Months Ended Six Months Ended Roll Forward of Allowance for Credit Losses June 30, March 31, June 30, June 30, on Loans and Leases Held for Investment 2026 2026 2026 2025 (Dollars in thousands) Balance, beginning of period $ 276,521 $ 280,533 $ 280,533 $ 268,431 Provision for credit losses: Addition to allowance for loan and lease losses 162,000 9,800 171,800 48,280 Addition to reserve for unfunded loan commitments (2,000) — (2,000) 150 Total provision for credit losses 160,000 9,800 169,800 48,430 Loans and leases charged off: Real estate mortgage (77,833) (5,374) (83,207) (21,869) Real estate construction and land (67,531) (8,077) (75,608) (21,536) Commercial (15,104) (1,737) (16,841) (18,175) Consumer (1,149) (909) (2,058) (1,919) Total loans and leases charged off (161,617) (16,097) (177,714) (63,499) Recoveries on loans and leases charged off: Real estate mortgage 90 802 892 610 Commercial 921 1,307 2,228 4,391 Consumer 325 176 501 202 Total recoveries on loans and leases charged off 1,336 2,285 3,621 5,203 Net charge-offs (160,281) (13,812) (174,093) (58,296) Balance, end of period $ 276,240 $ 276,521 $ 276,240 $ 258,565 Annualized net charge-offs to average loans and leases 2.54 % 0.23 % 1.40 % 0.49 % 76 The following table presents charge-offs by loan portfolio segment, class, and subclass for the periods indicated: Three Months Ended Six Months Ended June 30, March 31, June 30, June 30, Allowance for Credit Losses Charge-offs 2026 2026 2026 2025 (In thousands) Real Estate Mortgage: Commercial real estate $ 2,542 $ — $ 2,542 $ 16,817 SBA program 5 — 5 583 Hotel 6,404 5,100 11,504 — Total commercial real estate mortgage 8,951 5,100 14,051 17,400 Multi-family 68,249 — 68,249 3,275 Residential mortgage — 71 71 129 Investor-owned residential 619 14 633 768 Residential renovation 14 189 203 297 Total other residential real estate 633 274 907 1,194 Total real estate mortgage 77,833 5,374 83,207 21,869 Real Estate Construction and Land: Commercial — 8,077 8,077 21,536 Residential 67,531 — 67,531 — Total real estate construction and land 67,531 8,077 75,608 21,536 Commercial: Venture lending 14,400 — 14,400 5,257 Total venture capital 14,400 — 14,400 5,257 Secured business loans — 1,426 1,426 3,577 Other lending 704 311 1,015 9,341 Total other commercial 704 1,737 2,441 12,918 Total commercial 15,104 1,737 16,841 18,175 Consumer 1,149 909 2,058 1,919 Total charge-offs $ 161,617 $ 16,097 $ 177,714 $ 63,499 77 The following table presents recoveries by portfolio segment, class, and subclass for the periods indicated: Three Months Ended Six Months Ended June 30, March 31, June 30, June 30, Allowance for Credit Losses Recoveries 2026 2026 2026 2025 (In thousands) Real Estate Mortgage: Commercial real estate $ 14 $ 472 $ 486 $ 312 SBA program 62 90 152 196 Total commercial real estate mortgage 76 562 638 508 Residential mortgage 7 161 168 16 Investor-owned residential 7 49 56 — Residential renovation — 30 30 86 Total other residential real estate 14 240 254 102 Total real estate mortgage 90 802 892 610 Commercial: Premium finance — 2 2 9 Other asset-based 100 558 658 — Total asset-based 100 560 660 9 Venture lending 23 13 36 50 Total venture capital 23 13 36 50 Secured business loans 458 243 701 496 Other lending 340 491 831 3,836 Total other commercial 798 734 1,532 4,332 Total commercial 921 1,307 2,228 4,391 Consumer 325 176 501 202 Total recoveries $ 1,336 $ 2,285 $ 3,621 $ 5,203 78 Credit Quality Nonperforming Assets, Classified Loans and Leases, and Special Mention Loans and Leases The following table presents information on our nonperforming assets, classified loans and leases, and special mention loans and leases as of the dates indicated: June 30, 2026 December 31, 2025 (Dollars in thousands) Nonaccrual loans and leases HFI $ 203,712 $ 159,168 Accruing loans contractually past due 90 days or more — — Total nonperforming loans and leases 203,712 159,168 Foreclosed assets, net 16,319 17,115 Total nonperforming assets $ 220,031 $ 176,283 Classified loans and leases HFI $ 582,790 $ 800,330 Special mention loans and leases HFI 300,542 458,683 Criticized loans and leases HFI $ 883,332 $ 1,259,013 Nonaccrual loans and leases HFI to loans and leases HFI 0.84 % 0.64 % Nonperforming assets to loans and leases HFI and foreclosed assets, net 0.91 % 0.70 % Allowance for credit losses to nonaccrual loans and leases HFI 135.60 % 176.25 % Classified loans and leases HFI to loans and leases HFI 2.41 % 3.20 % Special mention loans and leases HFI to loans and leases HFI 1.24 % 1.83 % Nonaccrual Loans and Leases Held for Investment The following table presents our nonaccrual loans and leases HFI and accruing loans and leases past due between 30 and 89 days by loan portfolio segment and class as of the dates indicated: June 30, 2026 December 31, 2025 Increase (Decrease) Accruing Accruing Accruing and 30-89 and 30-89 and 30-89 Nonaccrual Days Past Due Nonaccrual Days Past Due Nonaccrual Days Past Due (In thousands) Real estate mortgage: Commercial $ 107,116 $ 8,000 $ 93,334 $ 1,124 $ 13,782 $ 6,876 Multi-family 11,639 — 3,358 32,887 8,281 (32,887) Other residential 53,951 53,379 57,984 28,614 (4,033) 24,765 Total real estate mortgage 172,706 61,379 154,676 62,625 18,030 (1,246) Real estate construction and land: Residential 2,385 — — 26,540 2,385 (26,540) Total real estate construction and land 2,385 — — 26,540 2,385 (26,540) Commercial: Asset-based — 5,891 — 1,142 — 4,749 Venture capital 14,398 — 625 — 13,773 — Other commercial 13,038 4,001 2,510 788 10,528 3,213 Total commercial 27,436 9,892 3,135 1,930 24,301 7,962 Consumer 1,185 1,482 1,357 1,933 (172) (451) Total HFI $ 203,712 $ 72,753 $ 159,168 $ 93,028 $ 44,544 $ (20,275) 79 Nonperforming loans and leases HFI increased by $44.5 million to $203.7 million at June 30, 2026 compared to $159.2 million at December 31, 2025, due mainly to additions of $446.3 million, offset partially by transfers to loans HFS of $248.0 million, charge-offs of $97.1 million, principal and other reductions of $52.4 million, and transfers to accrual status of $4.4 million. As of June 30, 2026, three of our largest loan relationships on nonaccrual status had an aggregate carrying value of $69.8 million and represented 34% of total nonaccrual loans and leases. Loans and leases accruing and 30-89 days past due decreased by $20.3 million to $72.8 million as of June 30, 2026 compared to $93.0 million at December 31, 2025, due mainly to decreases of $32.9 million in multi-family real estate mortgage delinquent loans and $26.5 million in residential real estate construction and land delinquent loans, offset partially by increases of $24.8 million in other residential real estate mortgage delinquent loans. Foreclosed Assets, Net The following table presents foreclosed assets (primarily OREO), net of the valuation allowance, by property type as of the dates indicated: Property Type June 30, 2026 December 31, 2025 (In thousands) Commercial real estate $ 622 $ — Single-family residential 15,677 17,095 Total OREO, net 16,299 17,095 Other foreclosed assets 20 20 Total foreclosed assets, net $ 16,319 $ 17,115 Foreclosed assets decreased by $0.8 million to $16.3 million at June 30, 2026 compared to $17.1 million at December 31, 2025, due mainly to sales of $2.9 million, offset partially by transfers from loans of $2.1 million. Classified and Special Mention Loans and Leases Held for Investment The following table presents the credit risk ratings of our loans and leases HFI as of the dates indicated: Loan and Lease Credit Risk Ratings June 30, 2026 December 31, 2025 (In thousands) Pass $ 23,327,514 $ 23,773,666 Special mention 300,542 458,683 Classified 582,790 800,330 Total loans and leases HFI $ 24,210,846 $ 25,032,679 Special mention and classified loans and leases were impacted by the transfer of $827.0 million of loans from HFI to HFS as part of the Company's targeted loan sale process. 80 The following table presents the classified and special mention credit risk rating categories for loans and leases HFI by loan portfolio segment and class and the related net changes as of the dates indicated: June 30, 2026 December 31, 2025 Increase (Decrease) Special Special Special Classified Mention Classified Mention Classified Mention (In thousands) Real estate mortgage: Commercial $ 227,445 $ 158,679 $ 297,606 $ 126,998 $ (70,161) $ 31,681 Multi-family 157,819 59,149 166,385 216,286 (8,566) (157,137) Other residential 53,951 — 58,202 — (4,251) — Total real estate mortgage 439,215 217,828 522,193 343,284 (82,978) (125,456) Real estate construction and land: Commercial — — 52,828 — (52,828) — Residential 2,385 4,036 2,982 10,714 (597) (6,678) Total real estate construction and land 2,385 4,036 55,810 10,714 (53,425) (6,678) Commercial: Asset-based 15,255 4,135 36,732 7,180 (21,477) (3,045) Venture capital 99,773 36,182 171,847 64,577 (72,074) (28,395) Other commercial 24,739 35,434 12,143 27,689 12,596 7,745 Total commercial 139,767 75,751 220,722 99,446 (80,955) (23,695) Consumer 1,423 2,927 1,605 5,239 (182) (2,312) Total $ 582,790 $ 300,542 $ 800,330 $ 458,683 $ (217,540) $ (158,141) Classified loans and leases decreased by $217.5 million to $582.8 million at June 30, 2026 compared to $800.3 million at December 31, 2025, primarily reflecting the transfer of certain loans to HFS as part of the Company's targeted loan sale process. The decline was concentrated in venture capital loans, CRE mortgage loans, and CRE construction and land loans, which decreased by $72.1 million, $70.2 million, and $52.8 million, respectively. Special mention loans and leases decreased by $158.1 million to $300.5 million at June 30, 2026 compared to $458.7 million at December 31, 2025, primarily reflecting the targeted loan sale transfer. The largest decreases occurred in multi-family real estate mortgage loans, which declined by $157.1 million. 81 Deposits The following table presents the composition of our deposits portfolio by account type as of the dates indicated: June 30, 2026 December 31, 2025 % of % of Increase Deposit Type Balance Total Balance Total (Decrease) (Dollars in thousands) Noninterest-bearing checking $ 7,758,119 28 % $ 7,822,787 28 % $ (64,668) Interest-bearing: Checking 8,739,368 31 % 8,509,587 30 % 229,781 Money market 5,136,561 18 % 4,917,857 18 % 218,704 Savings 1,834,517 7 % 1,905,863 7 % (71,346) Time: Non-brokered 2,061,323 7 % 2,254,293 8 % (192,970) Brokered 2,591,294 9 % 2,432,970 9 % 158,324 Total time deposits 4,652,617 16 % 4,687,263 17 % (34,646) Total interest-bearing 20,363,063 72 % 20,020,570 72 % 342,493 Total deposits $ 28,121,182 100 % $ 27,843,357 100 % $ 277,825 Total deposits increased by $277.8 million to $28.1 billion at June 30, 2026 compared to $27.8 billion at December 31, 2025. The increase in total deposits was due primarily to higher balances in checking accounts of $229.8 million and higher money market accounts of $218.7 million, offset partially by lower savings accounts of $71.3 million, lower noninterest-bearing checking accounts of $64.7 million, and lower brokered and non-brokered time deposits of $34.6 million. At June 30, 2026, noninterest-bearing deposits totaled $7.8 billion, or 28%, of total deposits, and interest-bearing deposits totaled $20.4 billion, or 72%, of total deposits, compared to noninterest-bearing deposits of $7.8 billion, or 28% of total deposits, and interest-bearing deposits of $20.0 billion, or 72% of total deposits, at December 31, 2025. The following table presents time deposits based on the $250,000 FDIC insured limit as of the dates indicated: June 30, 2026 December 31, 2025 % of % of Total Total Time Deposits Balance Deposits Balance Deposits (Dollars in thousands) Time deposits $250,000 and under $ 3,766,798 13 % $ 3,669,523 13 % Time deposits over $250,000 885,819 3 % 1,017,740 4 % Total time deposits $ 4,652,617 16 % $ 4,687,263 17 % As of June 30, 2026, FDIC-insured deposits represented approximately 71% of total deposits, unchanged from 71% as of December 31, 2025. 82 The following table summarizes the maturities of time deposits as of the date indicated: Time Deposits $250,000 Over June 30, 2026 and Under $250,000 Total (In thousands) Maturities: Due in three months or less $ 1,315,057 $ 319,475 $ 1,634,532 Due in over three months through six months 1,280,252 274,014 1,554,266 Due in over six months through 12 months 1,029,069 232,138 1,261,207 Total due within 12 months 3,624,378 825,627 4,450,005 Due in over 12 months through 24 months 137,703 56,310 194,013 Due in over 24 months 4,717 3,882 8,599 Total due over twelve months 142,420 60,192 202,612 Total $ 3,766,798 $ 885,819 $ 4,652,617 Client Investment Funds In addition to deposit products, we also offer alternative, non-depository corporate treasury solutions for clients to invest excess liquidity. These off-balance sheet client funds totaled $1.0 billion at June 30, 2026 and $1.2 billion at December 31, 2025. Borrowings The following table summarizes our borrowings as of the dates indicated: June 30, 2026 December 31, 2025 Weighted Weighted Average Average Balance Rate Balance Rate (Dollars in thousands) FHLB secured advances $ 2,350,000 3.88 % $ 1,710,185 3.90 % Other short-term borrowings — — % 240,000 3.69 % Credit-linked notes 110,363 14.40 % 113,634 14.63 % Total borrowings, net $ 2,460,363 4.36 % $ 2,063,819 4.47 % Borrowings increased by $396.5 million to $2.5 billion at June 30, 2026 compared to $2.1 billion at December 31, 2025, due to higher FHLB secured advances. We utilized these borrowings to manage liquidity needs, including, but not limited to, funding asset growth, accommodating liability maturities and deposit withdrawals, and supporting business operations. Subordinated Debt On May 1, 2026, the Company redeemed all $385 million outstanding aggregate principal amount of its 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031 originally issued by Pacific Western Bank. The remaining unamortized discount and debt issuance costs were recorded as a loss on redemption of debt in noninterest income. As a result of the redemption, subordinated debt decreased to $573.6 million at June 30, 2026 compared to $952.7 million at December 31, 2025. At June 30, 2026, $131.0 million of subordinated debt was included in the Company's Tier I capital and $412.3 million was included in Tier II capital. 83 Regulatory Matters Capital Bank regulatory agencies measure capital adequacy through standardized risk-based capital guidelines that compare different levels of capital (as defined by such guidelines) to risk-weighted assets and off-balance sheet obligations. Regulatory capital requirements limit the amount of DTAs that may be included when determining the amount of regulatory capital. DTA amounts in excess of the calculated limit are disallowed from regulatory capital. At June 30, 2026, such disallowed amounts were $362.4 million for the Company and $333.4 million for the Bank. No assurance can be given that the regulatory capital DTA limitation will not increase in the future or that the Company and the Bank will not have increased DTAs that are disallowed. Basel III currently requires all banking organizations to maintain a 2.50% capital conservation buffer above the minimum risk-based capital requirements to avoid certain limitations on capital distributions, stock repurchases and discretionary bonus payments to executive officers. The capital conservation buffer is exclusively comprised of CET1 capital, and it applies to each of the three risk-based capital ratios but not to the leverage ratio. Effective January 1, 2019, the CET1, Tier 1, and Total capital ratio minimums inclusive of the capital conservation buffer were 7.00%, 8.50%, and 10.50%. At June 30, 2026, the Company and the Bank were in compliance with the capital conservation buffer requirements. The following tables present a comparison of our actual capital ratios to the minimum required ratios and well capitalized ratios as of the dates indicated: Minimum Required For Capital For Capital For Well Adequacy Conservation Capitalized June 30, 2026 December 31, 2025 Purposes Buffer Classification Banc of California, Inc.: Tier 1 leverage capital ratio 8.89% 9.99% 4.00% N/A N/A CET1 capital ratio 9.25% 10.01% 4.50% 7.00% N/A Tier 1 capital ratio 11.67% 12.34% 6.00% 8.50% 6.00% Total capital ratio 14.31% 16.31% 8.00% 10.50% 10.00% Banc of California: Tier 1 leverage capital ratio 9.64% 10.65% 4.00% N/A 5.00% CET1 capital ratio 12.68% 13.15% 4.50% 7.00% 6.50% Tier 1 capital ratio 12.68% 13.15% 6.00% 8.50% 8.00% Total capital ratio 13.74% 15.61% 8.00% 10.50% 10.00% The Company's consolidated risk-based capital ratios and Tier 1 leverage ratio decreased during the six months ended June 30, 2026 due mainly to the effect of the strategic balance sheet actions. Dividends on Common Stock and Interest on Subordinated Debt As a bank holding company, Banc of California, Inc. is required to notify and receive approval from the FRB prior to declaring and paying a dividend to common stockholders during any period in which quarterly and/or cumulative twelve-month net earnings are insufficient to fund the dividend amount, among other requirements. Interest payments made on subordinated debt are considered dividend payments under FRB regulations. We may not pay a dividend if the FRB objects or until such time as we receive approval from the FRB or we no longer need to provide notice under applicable regulations. The Company currently is required to receive FRB approval to declare or pay a dividend to stockholders. Further, if the Company defaults or elects to defer the interest payments on its subordinated debt, it is restricted from paying dividends on its Series F preferred and common stock. 84 Dividends on Preferred Stock The Company's ability to pay dividends on the Series F preferred stock depends on the ability of the Bank to pay dividends to the holding company. The ability of the Company and the Bank to pay dividends in the future is subject to bank regulatory requirements, including capital regulations and policies established by the FRB and the DFPI, as applicable. Dividends on the Series F preferred stock will not be declared, paid, or set aside for payment to the extent such act would cause us to fail to comply with applicable laws and regulations, including applicable FRB capital adequacy regulations and policies. Dividends on the Series F preferred stock are not cumulative or mandatory. If the Company's Board of Directors does not declare a dividend on the Series F preferred stock in respect of a dividend period, then no dividend shall be deemed to be payable for such dividend period or be cumulative, and the Company will have no obligation to pay any dividend for that dividend period, whether or not the Board of Directors declares a dividend on the Series F preferred stock or any other class or series of its capital stock for any future dividend period. However, if dividends on the Series F preferred stock have not been declared or paid for the equivalent of six dividend payments, whether or not for consecutive dividend periods, holders of the outstanding shares of Series F preferred stock, together with holders of any other series of the Company's preferred stock ranking equal with the Series F preferred stock with similar voting rights, will generally be entitled to vote for the election of two additional directors. Additionally, so long as any share of Series F preferred stock remains outstanding, unless dividends on all outstanding shares of Series F preferred stock for the most recently completed dividend period have been paid in full or declared and a sum sufficient for the payment thereof has been set aside for payment, no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on the Company's common stock. Liquidity Liquidity Management Liquidity is the ongoing ability to accommodate liability maturities and deposit withdrawals, fund asset growth and business operations, and meet contractual obligations through unconstrained access to funding at reasonable market rates. Liquidity management involves forecasting funding requirements and maintaining sufficient capacity to meet the needs and accommodate fluctuations in asset and liability levels due to changes in the Company’s business operations or unanticipated events. We have a Management Finance Committee ("MFC") that is comprised of members of senior management and is responsible for managing commitments to meet the needs of customers while achieving our financial objectives. MFC meets regularly to review funding capacities, current and forecasted loan demand, and investment opportunities. We manage our liquidity by maintaining pools of liquid assets on-balance sheet, consisting of cash and receivables due from banks, interest-earning deposits in other financial institutions, and unpledged AFS securities, which we refer to as our primary liquidity. We also maintain available borrowing capacity under secured credit lines with the FHLB and the FRBSF, which we refer to as our secondary liquidity. As a member of the FHLB, the Bank had secured borrowing capacity with the FHLB of $7.1 billion at June 30, 2026, offset partially by $611.2 million pledged for letters of credit and a balance outstanding of $2.4 billion as of that date. The FHLB secured credit line was collateralized by a blanket lien on $10.3 billion of certain qualifying loans. The Bank also had secured borrowing capacity with the FRBSF under the Discount Window program totaling $3.8 billion at June 30, 2026, of which $3.8 billion was available. The FRBSF Discount Window secured credit line was collateralized by liens on $4.7 billion of qualifying loans and $56.4 million of pledged securities. In addition to its secured lines of credit with the FHLB and FRBSF, the Bank also had credit limits of $190.0 million in the aggregate with several commercial banks, as well as borrowing arrangements with unaffiliated financial institutions that provide for the purchase of overnight funds or other short-term borrowings. The availability of these unsecured borrowings fluctuates regularly and is subject to the discretion of the counterparties. As of June 30, 2026, the Bank had no balance outstanding under these arrangements. Additionally, the holding company has a $100.0 million unsecured revolving line of credit. As of June 30, 2026, there was no balance outstanding. 85 The following tables provide a summary of the Company's primary and secondary liquidity levels at the dates indicated: Primary Liquidity - On-Balance Sheet June 30, 2026 December 31, 2025 (Dollars In thousands) Cash and due from banks $ 225,343 $ 181,103 Interest-earning deposits in financial institutions 2,592,712 2,126,862 Total cash, cash equivalents, and restricted cash 2,818,055 2,307,965 Less: Restricted cash (169,520) (170,229) Add: Securities AFS, at fair value 4,484,021 2,454,058 Less: Pledged securities AFS, at fair value (694,948) (3,463) Less: Haircut on securities AFS (232,871) (183,265) Total primary liquidity $ 6,204,737 $ 4,405,066 Ratio of primary liquidity to total assets 17.7 % 12.7 % Secondary Liquidity - Off-Balance Sheet Available Secured Borrowing Capacity June 30, 2026 December 31, 2025 (In thousands) Total secured borrowing capacity with the FHLB $ 7,079,393 $ 6,949,898 Less: Letters of credit (611,159) (514,091) Less: Secured advances outstanding (2,350,000) (1,710,185) Available secured borrowing capacity with the FHLB 4,118,234 4,725,622 Available secured borrowing capacity with the FRBSF 3,786,519 5,044,040 Total secondary liquidity $ 7,904,753 $ 9,769,662 The Company's primary liquidity increased by $1.8 billion to $6.2 billion at June 30, 2026 compared to $4.4 billion at December 31, 2025, due mainly to an increase of $2.0 billion in AFS securities and an increase of $510.1 million in total cash and cash equivalents excluding restricted cash. Prior to the strategic balance sheet actions that occurred in the second quarter of 2026, we also included certain unencumbered HTM securities in our internal liquidity stress test buffer which are not included in our primary liquidity. The Company's secondary liquidity decreased by $1.9 billion to $7.9 billion at June 30, 2026 compared to $9.8 billion at December 31, 2025, due to a decrease in the available secured borrowing capacity with the FRB of $1.3 billion and a decrease in available borrowing capacity at the FHLB of $607.4 million. At June 30, 2026, total available liquidity was $14.1 billion, which exceeded uninsured and uncollateralized deposits of $7.6 billion. Obtaining new customer deposits or having existing customers increase their deposit balances with us, are the primary sources of funding for our operations and is one of the highest priorities of the Company. See "- Balance Sheet Analysis - Deposits" for additional information and detail of our deposits. Additionally, we fund our operations with cash flows from our loan and securities portfolios. Our deposit balances may decrease if customers withdraw funds from the Bank. In order to address the Bank’s liquidity risk from fluctuating deposit balances, the Bank maintains adequate levels of available liquidity on and off the balance sheet. We use brokered deposits, the availability of which is uncertain and subject to competitive market forces and regulations, for liquidity management purposes. At June 30, 2026, brokered deposits totaled $2.8 billion, consisting of $2.6 billion of brokered time deposits and $226.8 million of non-maturity brokered accounts. At December 31, 2025, brokered deposits totaled $2.9 billion, consisting of $2.4 billion of brokered time deposits and $480.0 million of non-maturity brokered accounts. Our Liquidity Management Policy establishes guidelines aligned with the Company's Risk Appetite Framework and includes a range of liquidity and funding concentration metrics designed to monitor balance sheet strength, funding stability, and available liquidity resources. These measures incorporate assessments of on-balance sheet liquidity, contingent funding capacity, and the composition of funding sources. As of June 30, 2026, the Bank was in compliance with all applicable liquidity and funding concentration guidelines. 86 Holding Company Liquidity Banc of California, Inc. acts as a source of financial strength for the Bank which can also include being a source of liquidity. The primary sources of liquidity for the holding company include dividends from the Bank, intercompany tax payments from the Bank, and Banc of California, Inc.'s ability to raise capital, issue subordinated and senior debt, and secure outside borrowings. Banc of California, Inc.'s ability to obtain funds for the payment of dividends to our stockholders, the repurchase of shares of common stock and preferred stock, and other cash requirements is largely dependent upon the Bank’s earnings. The Bank is subject to restrictions under certain federal and state laws and regulations that limit its ability to transfer funds to the holding company through intercompany loans, advances, or cash dividends. Banc of California, Inc.'s ability to pay dividends is also subject to the restrictions set forth by the FRB, and by certain covenants contained in our subordinated debt. See "- Regulatory Matters - Dividend on Preferred Stock" for information regarding the payment of dividends on the Series F preferred stock. On December 23, 2024, Banc of California, Inc. entered into an unsecured revolving line of credit agreement as a borrower for $50.0 million. On March 17, 2025, the Company executed an amendment to the credit agreement that increased the Company's unsecured revolving line of credit to $100.0 million. As of June 30, 2026 and December 31, 2025, there was no balance outstanding. On March 23, 2026, we announced the extension of the Company’s existing $300 million stock repurchase program, which had been scheduled to expire in March 2026, through March 16, 2027. During the first quarter of 2026, the Company repurchased a total of approximately 1.7 million shares of common and common equivalent stock for $31.9 million, at a weighted-average price of $18.68 per share. As of June 30, 2026, the Company had $82.6 million remaining under the stock repurchase authorization. For further information on the stock repurchase program, see "Note 14. Stockholders' Equity", in Item 1 of this Form 10-Q. At June 30, 2026, Banc of California, Inc. had $101.8 million in cash and cash equivalents, of which a substantial amount was on deposit at the Bank. We believe this amount of cash, along with anticipated future dividends from the Bank, will be sufficient to fund the holding company’s cash flow needs over the next 12 months. Commitments and Contingencies Our obligations also include off-balance sheet arrangements consisting of loan commitments, of which only a portion is expected to be funded, and standby letters of credit. At June 30, 2026, our loan commitments and standby letters of credit were $5.2 billion and $291.7 million. The loan commitments, a portion of which will eventually result in funded loans, increase our profitability through NII when drawn and unused commitment fees prior to being drawn. We manage our overall liquidity taking into consideration funded and unfunded commitments as a percentage of our liquidity sources. Our liquidity sources, as described in "Liquidity - Liquidity Management," have been and are expected to be sufficient to meet the cash requirements of our lending activities. For further information on loan commitments, see "Note 10. Commitments and Contingencies", in Item 1 of this Form 10-Q. 87
This analysis should be read in conjunction with text under the caption "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the year ended December 31, 2025, which text is incorporated herein by reference. Our analysis of market ris…
This analysis should be read in conjunction with text under the caption "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the year ended December 31, 2025, which text is incorporated herein by reference. Our analysis of market risk and market-sensitive financial information contains forward-looking statements and is subject to the disclosure at the beginning of Item 2 regarding such forward-looking information. Market Risk - Foreign Currency Exposure We enter into foreign exchange contracts with our clients and counterparty banks primarily for the purpose of offsetting or hedging clients' foreign currency exposures arising out of commercial transactions, and we enter into cross currency swaps and foreign exchange forward contracts to hedge exposures to loans and debt instruments denominated in foreign currencies. We have experienced and will continue to experience fluctuations in our net earnings as a result of transaction gains or losses related to revaluing certain asset and liability balances that are denominated in currencies other than the U.S. Dollar and the derivatives that hedge those exposures. As of June 30, 2026, the U.S. Dollar notional amounts of loans receivable and subordinated debt payable denominated in foreign currencies were $80.1 million and $29.4 million, and the U.S. Dollar notional amounts of derivatives outstanding to hedge these foreign currency exposures were $81.1 million and $29.9 million. We recognized a foreign currency translation net gain of $0.7 million for the six months ended June 30, 2026 and a foreign currency translation net gain of $0.1 million for the six months ended June 30, 2025. Asset/Liability Management and Interest Rate Sensitivity Interest Rate Risk - Company Governance. On at least a quarterly basis, we measure our IRR position using two methods: (i) NII simulation analysis and (ii) EVE modeling. The Management Finance Committee ("MFC") and the Finance Committee of the Company's Board of Directors review the results of these analyses at least quarterly. As discussed in more detail below, if projected changes to interest rates cause changes to our simulated net present value of equity and/or NII to be outside our pre-established IRR limits, we may adjust our asset and liability mix in an effort to bring our IRR exposure within our established limits. The pre-established IRR limits are recommended by management, determined based on analytical review and available peer data published by regulatory agencies about the IRR limits utilized by other regional banks, and documented in the Company's Asset Liability Management Policy. The policy is approved by MFC and the Finance Committee of the Board of Directors annually. We believe our IRR limits are consistent with prevailing practice in the regional banking industry. We use a balance sheet simulation model (the "IRR Model") to estimate changes in NII and EVE that would result from immediate and sustained changes in interest rates as of the measurement date. This IRR Model assesses the changes in NII and EVE that would occur in response to an instantaneous and sustained increase and decrease in market interest rates of +-100, +-200, +-300, and +-400 basis points. This model is an IRR management tool, and the results are not necessarily an indication of our future NII. The IRR Model has inherent limitations and the model's results are based on a given set of rate changes and assumptions at a single point in time. The IRR Model is updated at least quarterly, and the IRR Model results are reported to MFC and the Finance Committee of the Company's Board of Directors at each monthly or quarterly meeting, as applicable. Our Risk When Interest Rates Change. The rates of interest we earn on assets and pay on liabilities generally are established contractually for a period of time, except for non-maturity deposits. Market interest rates change over time. Accordingly, our results of operations, like those of other financial institutions, are impacted by changes in interest rates and the interest rate sensitivity of our assets and liabilities. The risk associated with changes in interest rates and our ability to adapt to these changes is known as IRR and is our most significant market risk. How We Measure Our Risk of Interest Rate Changes. As part of our attempt to manage our exposure to changes in interest rates and comply with applicable regulations, we have established asset/liability committees to monitor our IRR. In monitoring IRR, we continually analyze and manage assets and liabilities based on their payment streams and interest rates, the timing of their maturities and/or prepayments, and their sensitivity to actual or potential changes in market interest rates. 88 The MFC is comprised of select members of senior management. The Company also has a Finance Committee of the Boards of Directors of the Company and the Bank (together with MFC, the “ALCOs”). In order to manage the risk of potential adverse effects of material and prolonged or volatile changes in interest rates on our results of operations, we have adopted asset/liability management policies to align maturities and repricing terms of interest-earning assets to interest-bearing liabilities. The asset/liability management policies establish guidelines for the volume and mix of assets and funding sources taking into account relative costs and spreads, interest rate sensitivity and liquidity needs, while management monitors adherence to those guidelines with oversight by the ALCOs. The objectives are to manage assets and funding sources to produce results that are consistent with liquidity, capital adequacy, growth, risk, and profitability goals. The ALCOs meet no less than quarterly to review, among other things, economic conditions and interest rate outlook, current and projected liquidity needs and capital position, anticipated changes in the volume and mix of assets and liabilities and IRR exposure limits versus current projections pursuant to our EVE analysis. In order to manage our assets and liabilities and achieve the desired liquidity, credit quality, IRR, profitability, and capital targets, we evaluate various strategies. These include complementing our current loan origination platform through strategic acquisitions of whole loans, strategically managing multiple warehouse relationships, and originating shorter-term consumer loans. We also actively manage the level of investments and duration of investment securities and focus on establishing stable deposit relationships. Additionally, we utilize certain derivatives such as interest rate swaps and collars as hedges to align maturities and repricing terms. At times, depending on the level of general interest rates, the relationship between long- and short-term interest rates, market conditions and competitive factors, the ALCOs may decide to increase our IRR position within the asset/liability tolerance set forth by our Board of Directors. As part of its procedures, the ALCOs regularly review IRR by forecasting the impact of alternative interest rate environments on NII and our EVE. Interest Rate Sensitivity of Economic Value of Equity and Net Interest Income IRR results from our banking activities and is the primary market risk for us. IRR is caused by the following factors: •Repricing risk - timing differences in the repricing and maturity of interest-earning assets and interest-bearing liabilities; •Option risk - changes in the expected maturities of assets and liabilities, such as borrowers’ ability to prepay loans and depositors’ ability to redeem certificates of deposit before maturity; •Yield curve risk - changes in the yield curve where interest rates increase or decrease in a nonparallel fashion; and •Basis risk - changes in spread relationships between different yield curves, such as U.S. Treasuries, U.S. Prime Rate, and SOFR. Since our earnings are primarily dependent on our ability to generate NII, we focus on actively monitoring and managing the effects of adverse changes in interest rates on our NII. Management of our IRR is overseen by the Finance Committee of the Boards of Directors of the Company and Bank, which delegates the day-to-day management of IRR to the MFC. MFC ensures that the Bank is following the appropriate and current regulatory guidance in the formulation and implementation of our IRR program. The Finance Committee of the Boards of Directors of the Company and the Bank reviews the results of our IRR modeling at least quarterly to ensure that we have appropriately measured our IRR, mitigated our exposures appropriately and any residual risk is acceptable. In addition to our annual review of our Asset Liability Management policy, our Board of Directors periodically reviews the IRR policy limits. IRR management is an ongoing process that monitors loan and deposit flows, along with investment and funding activities. Effective IRR management begins with understanding the repricing characteristics of our assets and liabilities and estimating an appropriate risk posture based on forecasts, objectives, market expectations, and policy constraints. IRR exposure is measured using several tools, including a simulation model that performs interest rate sensitivity under multiple scenarios. The model reflects the actual maturities and re-pricing characteristics of interest rate sensitive assets and liabilities and includes instantaneous parallel interest rate shocks. Results are evaluated using two metrics: NII at Risk and EVE. NII at Risk estimates the impact of rate changes on NII using assumptions for assets, liabilities, and derivatives. The NII simulation estimates changes in NII over the next twelve months from immediate and sustained rate changes as of June 30, 2026. The analysis assumes a static balance sheet with no growth or product mix changes. This model is a risk management tool and does not necessarily predict future NII. EVE measures the present value of assets minus liabilities and assesses changes in the economic value under various interest rate scenarios. Unlike the NII approach, EVE captures the impact of all anticipated cash flows and provides a longer-term perspective. 89 A balance sheet is considered “asset sensitive” when an increase in short-term interest rates is expected to expand our NII, as rates earned on our interest-earning assets reprice higher at a pace faster than rates paid on our interest-bearing liabilities. Conversely, the balance sheet is considered “liability sensitive” when an increase in short-term interest rates is expected to compress our NII, as rates paid on our interest-bearing liabilities reprice higher at a pace faster than rates earned on our interest-earning assets. At both June 30, 2026 and December 31, 2025, our IRR profile remained close to "neutral." This position reflects our balanced composition of repricing assets and beta-adjusted repricing deposits and other interest-bearing liabilities over the course of the next twelve months. Given the uncertainty of the magnitude, timing, and direction of future interest rate movements, as well as the shape of the yield curve, actual results may vary materially from those predicted by our model. The following table presents the projected change in the Company’s EVE at June 30, 2026 and NII over the next twelve months, which would occur upon an immediate change in interest rates, but without giving effect to any steps that management might take to counteract that change: Change in Interest Rates in Basis Points (bps) (1) Economic Value of Equity Net Interest Income Amount Percentage Amount Percentage June 30, 2026 Amount Change Change Amount Change Change (Dollars in millions) +200 bps $ 4,813 $ (434) (8.3) % $ 1,122 $ 16 1.4 % +100 bps $ 5,106 $ (141) (2.7) % $ 1,116 $ 9 0.8 % 0 bps $ 5,247 $ 1,106 -100 bps $ 5,278 $ 31 0.6 % $ 1,100 $ (6) (0.5) % -200 bps $ 5,248 $ 1 — % $ 1,097 $ (9) (0.8) % ____________________ (1)Assumes an instantaneous uniform change in interest rates at all maturities and no rate shock has a rate lower than zero percent. Earnings-at-Risk In addition to IRR associated with NII, certain noninterest expense items are also sensitive to changes in market interest rates. One such item is the cost of ECRs provided on certain deposit accounts, primarily those associated with our Homeowners Association business. ECRs comprise most of our customer related expense and fluctuate in response to changes in short term rates and can therefore influence the Company's overall earnings sensitivity profile. We expect that a declining interest rate environment would reduce ECR costs and thereby reduce noninterest expense, conversely, when interest rates rise, ECR costs would also rise, thereby increasing noninterest expense. The Company's Earnings-at-Risk modeling incorporates the impact of these rate-sensitive noninterest expenses, in addition to interest income and expense, to assess the effect of interest rate movements on projected earnings over a twelve-month horizon. As of June 30, 2026, client deposits eligible for ECRs totaled approximately $3.8 billion. Taking into account the rate sensitivity of ECRs, which are primarily attributable to such deposits, the Company's overall earnings profile would be considered "liability sensitive." During the second quarter of 2025, the Company also entered into interest rate collars with a notional value of $1.0 billion to mitigate the risk of increasing interest expense if short term interest rates increase. For further information on the interest rate collars, see "Note 9. Derivatives", in Item 1 of this Form 10-Q. 90
Read original filing text →The information set forth in "Note 10. Commitments and Contingencies" in Item 1 of this Form 10-Q is incorporated herein by reference. In addition, in the ordinary course of our business, we are party to various legal actions, which we believe are incidental to the operation of…
The information set forth in "Note 10. Commitments and Contingencies" in Item 1 of this Form 10-Q is incorporated herein by reference. In addition, in the ordinary course of our business, we are party to various legal actions, which we believe are incidental to the operation of our business. The outcome of such legal actions and the timing of ultimate resolution are inherently difficult to predict. In the opinion of management, based upon information currently available to us, any resulting liability, in addition to amounts already accrued, and taking into consideration insurance which may be applicable, would not have a material adverse effect on the Company’s financial statements or operations.
Read original filing text →For information regarding factors that could affect the Company's results of operations, financial condition, and liquidity, see the risk factors disclosed in the "Risk Factors" section of our Form 10-K. See also "Forward-Looking Information" disclosed in Part I, Item 2 of this…
For information regarding factors that could affect the Company's results of operations, financial condition, and liquidity, see the risk factors disclosed in the "Risk Factors" section of our Form 10-K. See also "Forward-Looking Information" disclosed in Part I, Item 2 of this Quarterly Report on Form 10-Q. There have been no material changes to the risk factors previously disclosed in our Form 10-K.
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