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BANC 10-K & 10-Q changes, risk factors and insider trading

Banc Of California, Inc. (also BANC-PF) · NYSE · National Commercial Banks · CIK 1169770 · All filings on SEC.gov

Everything below is quoted or computed from Banc Of California, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

13 / 120risk-factor paragraphs added / removed in latest 10-K
2new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
5Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-02-27 (period ending 2025-12-31) with 10-K filed 2025-03-03 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

13new paragraphs
120removed paragraphs
44reworded paragraphs
15,976 → 12,332words in section

New heading “Our payment processing and merchant acquiring activities expose us to regulatory, fraud, third-party, and operational risks that could materially adversely affect our business and financial results.”

New heading “Changes in market conditions or strategic balance sheet actions may result in realized losses on investment securities or other assets.”

Removed heading “Risk Factors Summary”

Removed heading “Risks Relating to Our Operations”

Removed heading “Risks Related to Credit and Interest Rate”

Removed heading “Funding and Liquidity Risks”

Removed heading “Legal and Compliance Risks”

Removed heading “Risks Relating to External Factors and Markets”

Removed heading “If we fail to comply with the applicable requirements of the payment card networks or NACHA, they could seek to fine us, suspend us or terminate our registrations.”

Removed heading “Fraud by merchants or others could adversely affect our business, and our merchants may be unable to satisfy obligations, including chargebacks, for which we may also be liable.”

Removed heading “We face significant operational risks, including fraud and loss due to execution errors, data processing and technology errors.”

Removed heading “Our enterprise risk management framework may not be effective in mitigating risk and reducing the potential for losses.”

Removed heading “We rely on numerous external vendors.”

Removed heading “We have suffered significant losses from the balance sheet repositioning and may suffer significant losses from future asset sales.”

Removed heading “We have a number of large credit relationships and individual commitments.”

Removed heading “We are subject to risk arising from the soundness of other financial institutions and counterparties.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded topics: litigation, lawsuit, fine, cybersecurity incident

Paragraph as it now reads, with added and removed wording marked:

Communications and information systems are essential to the conduct of our business, as we use such systems to manage our client relationships, our general ledger and virtually all other aspects of our business as well as process customer and merchant payments via the DeepstackBancEdge platform. Our operations rely on the secure processing, storage, and transmission of confidential and other information in our computer systems and networks. Although we take protective measures and endeavor to modify them as circumstances warrant, the security of our computer systems, software, and networks are vulnerable to breaches, unauthorized access either directly or indirectly through our vendors, misuse, computer viruses, or other malicious code and other types of cyber-attacks. Generative artificial intelligence is further increasing risks in this area, including by making fraud detection more difficult, particularly with detection devices that use voice recognition or authentication. The techniques used by bad actors change frequently, may not be recognized until launched, and may not be recognized until well after a breach has occurred. If one or more of these events occur, this could jeopardize our clients' confidential and other information that we process and store, or otherwise cause interruptions in our operations or the operations of our clients or counterparties. In addition, the U.S. banking regulatory agencies adopted a rule requiring us to notify the FRB within 36 hours of any significant computer security incident, and in July 2023, the SEC adopted rules that require reporting on Form 8-K of material cybersecurity incidents. Several states and their governmental agencies also have adopted or proposed cybersecurity laws. Privacy laws in the State of California and the State of Colorado, for example, require regulated entities to establish measures to identify, manage, secure, track, produce, and delete personal information. The occurrence of cyber-attacks may require us to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are either not insured against or not fully covered through our current insurance policies. If a cyber-attack succeeds in disrupting our operations or disclosing confidential data, we could also suffer significant reputational damage in addition to possible regulatory fines or client lawsuits.
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New text topics: litigation, lawsuit, fine
“Several states and their governmental agencies also have adopted or proposed cybersecurity laws. Privacy laws in the State of California and the State of Colorado, for example, require regulated entities to establish measures to identify, manage, secure, track, produce, and delete personal information. …”
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New text topics: impairment, liquidity, interest rate
“Following the Merger, the Company executed a balance sheet repositioning strategy designed improve funding mix, reduce interest rate sensitivity, and support long-term earnings performance. As part of this strategy, we sold certain securities portfolios and mortgage loans. These transactions resulted in the recognition of losses, primarily reflecting market conditions and interest rate movements at the time of sale; however, these actions were undertaken as part of our broader efforts to strengthen our balance sheet and reposition the Company for future growth. …”
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Removed text topics: fine, penalt, regulation
“In addition, our use of third party vendors is subject to regulatory requirements and scrutiny by our regulators. Regulations require us to perform due diligence, ongoing monitoring and control over our third party vendors and other ongoing third party business relationships. We expect that our regulators will hold us responsible for deficiencies in our oversight and control of our third party relationships and in the performance of the parties with which we have these relationships. …”
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New text topics: bankruptcy, cybersecurity incident
“Our payment processing activities also expose us to fraud, chargebacks, and other losses arising from merchant activity, including situations in which merchants are unwilling or unable to satisfy their obligations due to financial distress, closure, or bankruptcy. In addition, our reliance on independent sales organizations, employees, third-party vendors, and technology systems increases our exposure to operational risks, including failures in oversight, execution errors, data processing or technology disruptions, cybersecurity incidents, and breakdowns in internal controls. …”
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Removed text topics: fine
“If we fail to comply with the applicable requirements of the payment card networks or NACHA, they could seek to fine us, suspend us or terminate our registrations.”
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Full comparison: every changed paragraph (177)

Green = added, red = removed. Unchanged paragraphs, 2 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Removed

Risk Factors Summary

Removed

The following is a summary of the principal risks that could adversely affect our business, operations and financial results.

Removed

Risks Relating to Our Operations

Removed

•New lines of business, new products and services, or strategic project initiatives, or new partnerships may subject us to additional risks.

Removed

•We are subject to certain risks in connection with our use of technology.

Removed

•To the extent we acquire other banks, bank branches, other assets or other businesses, we may be negatively impacted by certain risks inherent with such acquisitions.

Removed

•If we fail to comply with the applicable requirements of the payment card networks or NACHA, they could fine us, suspend us, or terminate our registration.

Removed

•Fraud by merchants or others could adversely affect our business, and our merchants may be unable to satisfy obligations, including chargebacks, for which we may also be liable.

Removed

•We face significant operational risks, including fraud and loss due to execution errors, data processing and technology errors.

Removed

•Our enterprise risk management framework may not be effective in mitigating risk and reducing the potential for losses.

Removed

•Managing reputational risk is important to attracting and maintaining clients, investors and employees.

Removed

•We depend on key management personnel.

Removed

•We rely on numerous external vendors.

Removed

•We have a net deferred tax asset that may not be fully realized.

Removed

•We have suffered significant losses from the balance sheet repositioning and may suffer significant losses from future asset sales.

Removed

•Our level of indebtedness could adversely affect our ability to raise capital and meet our debt obligations.

Removed

Risks Related to Credit and Interest Rate

Removed

•If actual losses on our loans exceed our estimates used to establish our allowance for credit losses, our business, financial condition, and profitability may suffer.

Removed

•There are risks associated with our lending activities, and our allowance for credit losses may prove to be insufficient to absorb actual losses in our loan portfolio.

Removed

•Our business and operating results could be adversely affected by uncertainty in the political environment and governmental fiscal and monetary policies.

Removed

•Our business, financial position, and results of operations may be adversely affected by difficult economic conditions, including inflationary pressures or volatility in the financial markets.

Removed

•Our business may be adversely affected by credit risk associated with residential property and declining property values.

Removed

•Our loan portfolio possesses increased risk due to our level of adjustable rate loans.

Removed

•Our underwriting practices may not protect us against losses in our loan portfolio.

Removed

•Repayment of our commercial and industrial loans is often dependent on the cash flows of the borrower, which may be unpredictable, and the collateral securing these loans may not be sufficient to repay the loan in the event of default.

Removed

•Our real estate loan portfolio is subject to certain risks including market, environmental, and project-specific risks.

Removed

•Secondary mortgage market conditions could have a material adverse impact on our business, results of operations, financial condition, or liquidity.

Removed

•Any breach of representations and warranties made by us to our loan purchasers or credit default on our loan sales may require us to repurchase loans we have sold.

Removed

•Credit impairment in our investment securities portfolio could adversely affect our continuing operations.

Removed

•Our income property loans, consisting of commercial real estate and multi-family loans, involve higher principal amounts than other loans and repayments of these loans may be dependent on factors outside our control or the control of our borrowers.

Removed

•Our business is subject to interest rate risk and variations in interest rates may hurt our profits.

Removed

•A reduction in our credit ratings could adversely affect our access to capital and could increase our cost of funds.

Removed

•We have a number of large credit relationships and individual commitments.

Removed

Funding and Liquidity Risks

Removed

•We may not be able to develop and maintain a strong core deposit base or other low cost funding sources.

Removed

•Liquidity risk could impair our ability to fund operations and jeopardize our financial condition.

Removed

•Problems encountered by, or adverse news concerning, other financial institutions may adversely affect financial and capital markets generally as well as the Bank.

Removed

•We are subject to regulatory capital requirements, which could be made more stringent by our regulators.

Removed

•The FRB may require us to commit capital resources or take other action to support the Bank.

Removed

•We may elect or be compelled to seek additional capital in the future, but that capital may not be available when it is needed or on acceptable terms.

Removed

•Our holding company relies on dividends from the Bank for substantially all of its income and as the primary source of funds for cash dividends to our preferred, common, and NVCE stockholders.

Removed

•There can be no assurance as to the level of dividends we may pay on our common stock and NVCE stock.

Removed

Legal and Compliance Risks

Removed

•We operate in a highly regulated environment and our business, operations and income may be adversely affected by changes in laws, rules and regulations governing our operations.

Removed

•We are a party to a variety of litigation and other actions.

Removed

•Changes in federal, state or local tax laws, or audits from tax authorities, could negatively affect our financial condition and results of operations.

Removed

•Failure to comply with applicable laws or regulations, or to satisfy our regulators’ supervisory expectations, could subject us to supervisory or enforcement action.

Removed

•Non-compliance with laws and regulations could result in fines or sanctions or operating restrictions.

Removed

•We are subject to federal and state fair lending laws, and failure to comply with these laws could lead to material penalties.

Removed

•We are subject to a wide range of laws related to anti-money laundering, economic sanctions, and prevention of financial crime, which could increase our costs or subject us to significant penalties.

Removed

Risks Relating to External Factors and Markets

Removed

•Severe weather events, natural disasters such as earthquakes and wildfires, pandemics, epidemics and other public health crises, acts of war or terrorism, and other external events could significantly impact our business.

Removed

•Our financial condition and results of operations are dependent on the national and local economy, particularly in the Bank's market areas. A worsening in economic conditions in the market areas we serve may impact our earnings adversely and could increase the credit risk of our loan portfolio.

Removed

•We are subject to risk arising from the soundness of other financial institutions and counterparties.

Removed

•Strong competition within our market areas may limit our growth and profitability.

Removed

The foregoing summary of risks should be read in conjunction with the more detailed Risk Factors below and is not an exhaustive summary of all risks facing our business.

Reworded

Additionally, from time to time we undertake strategic project initiatives, including but not limited to, payment processing, investment in technology, process improvement, client experience and fintech partnerships or acquisitions, such as our acquisition of Deepstack.BancEdge. Significant effort and resources are necessary to manage and oversee the successful completion of these initiatives. These initiatives often place significant demands on a limited number of employees with subject matter expertise and management and may involve significant costs to implement as well as increase operational risk as employees learn to process transactions under new systems. The failure to properly execute on these strategic initiatives could adversely impact our business and results of operations.

Reworded

Communications and information systems are essential to the conduct of our business, as we use such systems to manage our client relationships, our general ledger and virtually all other aspects of our business as well as process customer and merchant payments via the DeepstackBancEdge platform. Our operations rely on the secure processing, storage, and transmission of confidential and other information in our computer systems and networks. Although we take protective measures and endeavor to modify them as circumstances warrant, the security of our computer systems, software, and networks are vulnerable to breaches, unauthorized access either directly or indirectly through our vendors, misuse, computer viruses, or other malicious code and other types of cyber-attacks. Generative artificial intelligence is further increasing risks in this area, including by making fraud detection more difficult, particularly with detection devices that use voice recognition or authentication. The techniques used by bad actors change frequently, may not be recognized until launched, and may not be recognized until well after a breach has occurred. If one or more of these events occur, this could jeopardize our clients' confidential and other information that we process and store, or otherwise cause interruptions in our operations or the operations of our clients or counterparties. In addition, the U.S. banking regulatory agencies adopted a rule requiring us to notify the FRB within 36 hours of any significant computer security incident, and in July 2023, the SEC adopted rules that require reporting on Form 8-K of material cybersecurity incidents. Several states and their governmental agencies also have adopted or proposed cybersecurity laws. Privacy laws in the State of California and the State of Colorado, for example, require regulated entities to establish measures to identify, manage, secure, track, produce, and delete personal information. The occurrence of cyber-attacks may require us to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are either not insured against or not fully covered through our current insurance policies. If a cyber-attack succeeds in disrupting our operations or disclosing confidential data, we could also suffer significant reputational damage in addition to possible regulatory fines or client lawsuits.

Added

Several states and their governmental agencies also have adopted or proposed cybersecurity laws. Privacy laws in the State of California and the State of Colorado, for example, require regulated entities to establish measures to identify, manage, secure, track, produce, and delete personal information. The occurrence of cyber-attacks may require us to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are either not insured against or not fully covered through our current insurance policies. If a cyber-attack succeeds in disrupting our operations or disclosing confidential data, we could also suffer significant reputational damage in addition to possible regulatory fines or client lawsuits.

Reworded

We provide internet banking services to our clients which have additional cyber risks related to our client’s personal electronic devices and electronic communication. Any compromise of personal electronic device security could jeopardize the confidential information of our clients (including user names and passwords) and expose our clients to account take-overs and the possibility for financial crimes such as fraud or identity theft and deter clients from using our internet banking services. We rely on and employ industry-standard tools and processes to safeguard data. TheseThe precautions we take may not protect our systems from future vulnerabilities, data breaches or other cyber threats. Losses due to unauthorized account activity could harm our reputation and may have a material adverse effect on our business, financial condition, results of operations, and prospects.

Showing the first 60 of 177 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

63new paragraphs
77removed paragraphs
67reworded paragraphs
14,625 → 10,678words in section

New heading “Strategic Loan Sales”

New heading “Loans Held for Sale”

New heading “Foreclosed Assets, Net”

New heading “Deferred Tax Asset”

Removed heading “PacWest Bancorp Merger”

Removed heading “Balance Sheet Repositioning”

Removed heading “Goodwill and Other Intangible Assets”

Removed heading “Real Estate Mortgage Loans Secured by Multi-family Properties”

Removed heading “Borrowings and Subordinated Debt”

Removed heading “Foreclosed Assets”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: impairment, goodwill
“Net earnings available to common and equivalent stockholders for the year ended December 31, 2024 was $87.1 million, or $0.52 per diluted share, compared to net loss available to common stockholders for the year ended December 31, 2023 of $1.9 billion, or $22.71 per diluted share. …”
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Removed text topics: impairment, goodwill
“Goodwill and other intangible assets arise from the acquisition method of accounting for business combinations. For acquisitions, we are required to record the assets acquired, including identified intangible assets such as goodwill, and the liabilities assumed at their estimated fair value. These fair values often involve estimates based on third party valuations, such as appraisals, based on discounted cash flow analyses or other valuation techniques that may include estimates of attrition, discount rates, future growth rates, multiples of earnings or other relevant factors. …”
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Removed text topics: goodwill
“Goodwill and Other Intangible Assets”
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Removed text topics: impairment, goodwill
“Noninterest expense decreased by $1.7 billion to $791.7 million for the year ended December 31, 2024 compared to $2.5 billion for the year ended December 31, 2023. …”
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Reworded topics: impairment, goodwill

Paragraph as it now reads, with added and removed wording marked:

Our noninterest expense includes fixed and controllable overhead, the largest components of which are compensation expense, customer related expense, information technology and data processing expense, and occupancy expense. Customer related expenses are primarily earnings credit rateECRs payments to customers and are mostly driven by the Homeowners Association ("HOA") business. ItECRs alsoare includesrate-sensitive costsand thatfluctuate tendin response to varychanges based onin the volumefederal offunds activity, such as loan and lease production and the number and complexity of foreclosed assets.rate. Additionally, noninterest expense includedincludes insurance and assessments, intangible asset amortization, leased equipment depreciation, other professional services, loan expenses, acquisition, integration and reorganizationorganization costs related to the Mergercosts, and aother goodwill impairment charge recorded in 2023.expense. We monitor our efficiency ratio as a key measure success in controlling both fixed and variable costs through monitoring of theoperational ratio of noninterest expense to average total assets.performance.
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Removed text topics: impairment, goodwill
“The effective tax rates were 24.8% and 14.1% for the years ended December 31, 2024 and 2023. The lower effective tax rate in 2023 was due mainly to the effect of the non-deductible goodwill impairment. Excluding non-deductible goodwill impairment, the effective income tax rate was 26.2% for the year ended December 31, 2023. The Company's 2024 blended statutory tax rate for federal and state was 28.5%. For further information on income taxes, see Note 16. Income Taxes of the Notes to Consolidated Financial Statements contained in “Item 8. Financial Statements and Supplementary Data.””
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Full comparison: every changed paragraph (207)

Green = added, red = removed. Unchanged paragraphs, 7 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K. In addition to historical data, this discussion and analysis contains forward lookingforward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results or outcomes may differ materially from those in this discussion and analysis as a result of various factors, including but not limited to those discussed in Part"Risk 1.Factors" in Item 1A,1A “Risk Factors” inof this Annual Report on Form 10-K.

Reworded

For the discussion of the financial condition and results of operations for the year ended December 31, 20232024 compared to the year ended December 31, 2022,2023, refer to "Part II—Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 20232024 filed with the SEC on FebruaryMarch 29,3, 2024,2025, which is incorporated herein by reference.

Removed

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 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.

Reworded

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 aone of the nation’s premier relationship-based business bank,banks, providing banking and treasury management services to small-,small, middle-market, and venture-backed businesses. The Bank offers a broad range of loan and deposit products and services through 79 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-stackfull-service payment processing solutions throughto its subsidiary, Deepstack Technologies,clients and serves the communityCommunity associationAssociation managementManagement industry nationwide with its technology-forward platform, SmartStreetTM.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.

Reworded

On November 30, 2023, PacWest Bancorp merged with and into Banc of California, Inc. (the “Merger”), withwhich Banc of California, Inc. continuing asremained the surviving legal corporation and Banc of California, Inc. concurrently closedcompleted a $400 million equity capital raise. The MergerMerger, an all-stock transaction, was accounted fortreated as a reverse merger using the acquisition method offor accounting, therefore,making PacWest Bancorp was deemed the acquirer for financial reporting purposes, evenreporting, though Banc of California, Inc. was the legal acquirer. The Merger was an all-stock transaction and has been accounted for as a business combination. Banc of California, Inc.'s financialFinancial results for all periods ended prior to November 30, 2023 reflect PacWest Bancorp results only on a standalone basis. In addition, Banc of California, Inc.'s reported financial results for the year ended December 31, 2023 reflect PacWest Bancorp financial results only on a standalone basis until the closing of the Merger onbefore November 30, 2023, reflect only PacWest Bancorp and results offor December 2023 included the combined company for the month of December 2023.company. The number of shares issued and outstanding, earnings per share, and all references to share quantities or metrics of Banc of California, Inc. have beenwere retrospectively restated to reflect the equivalentMerger, numberand Banc of sharesCalifornia, issued in the Merger as the Merger was accounted for as a reverse merger. Under the reverse merger method of accounting, theInc, assets and liabilities of legacy Banc of California, Inc. as of November 30, 2023 were recorded at their respective fair values.value as of the merger date. Refer to "Note 2. Business Combinations" in Item 8 of this Form 10-K for additional information on this merger.

Removed

The following table presents balance sheet data as of the dates indicated:

Removed

At December 31, 2024, the Company had total assets of $33.5 billion, including $23.8 billion of loans and leases held for investment, $2.2 billion of AFS securities, $2.3 billion of HTM securities, and $2.3 billion of interest-earning deposits in financial institutions, compared to $38.5 billion of total assets, including $25.5 billion of loans and leases held for investment, $2.3 billion of AFS securities, $2.3 billion HTM securities, and $5.2 billion of interest-earning deposits in financial institutions at December 31, 2023. The $5.0 billion decrease in total assets since year-end 2023 was due primarily to a $2.9 billion decrease in interest-earning deposits in financial institutions and a $1.7 billion decrease in loans and leases held for investment. The decrease in interest-earning deposits in financial institutions was due primarily to lower cash balances which were used to pay down higher-cost funding as part of the balance sheet repositioning actions taken during 2024. The decrease in loans and leases held for investment was due mainly to the movement of $1.91 billion of Civic loans to held for sale at LOCOM and subsequent $1.95 billion sale.

Removed

At December 31, 2024, the Company had total liabilities of $30.0 billion, including total deposits of $27.2 billion and borrowings of $1.4 billion, compared to $35.1 billion of total liabilities, including $30.4 billion of total deposits and $2.9 billion borrowings at December 31, 2023. The $5.1 billion decrease in total liabilities since year-end 2023 was due mainly to decreases of $3.2 billion in total deposits and $1.5 billion in borrowings. The decreases in total deposits and borrowings were mainly driven by the pay down of higher-cost brokered deposits and the full repayment of the $2.6 billion balance of the Bank Term Funding Program borrowings as part of the balance sheet repositioning actions taken during 2024. Higher-cost borrowings were replaced with an addition of $1.1 billion in lower-rate FHLB secured term advances.

Removed

At December 31, 2024, the Company had total stockholders' equity of $3.5 billion compared to $3.4 billion at December 31, 2023. The $109.2 million increase in stockholders' equity since year-end 2023 was due mainly to net earnings of $126.9 million in 2024 and a decrease in accumulated other comprehensive loss of $77.3 million attributable to an increase in the fair value of the investment securities portfolio, offset partially by common and preferred stock dividends of $108.1 million.

Added

On March 17, 2025, we announced that our Board of Directors authorized the repurchase of up to $150.0 million of our common stock. On April 23, 2025, the Company announced an upsize of its stock repurchase program from $150.0 million to $300.0 million and expanded the program to cover both the Company's common stock and depositary shares representing its preferred stock. The repurchase authorization expires in March 2026.

Added

During the year ended December 31, 2025, the Company repurchased a total of approximately 13.6 million shares of common and common equivalent stock for $185.5 million, at a weighted-average price of $13.59 per share. This included the repurchase of 2.7 million shares in the first quarter, 8.8 million in the second quarter, and 2.2 million in the third quarter of 2025. As of December 31, 2025, the Company had $114.5 million remaining under the stock repurchase authorization. For further information on the stock repurchase program, see "Note 21. Stockholders' Equity" in Item 8 of this Form 10-K.

Added

Strategic Loan Sales

Added

During the second quarter of 2025, the Company commenced a strategic loan sale process, reclassifying approximately $506.7 million of loans as HFS. While many of the loans sold had sufficient collateral values, they had attributes that drive credit migration, and as a result we commenced the sales process for these loans in the second quarter. As a result of the transfer, the Company recognized charge-offs totaling $36.9 million resulting in an incremental impact to provision expense of $26.3 million in the second quarter. The charge-off and provision impact reflects the estimated fair value based on active bids or other market inputs.

Added

As of December 31, 2025, $292.0 million of these loans had been liquidated through the sale of $236.4 million of loans and the repayment of an additional $55.6 million prior to the sale. The Company recognized a loss of $0.4 million on the loans sold. As of December 31, 2025, $174.6 million of loans remained to be sold.

Removed

PacWest Bancorp Merger

Removed

On November 30, 2023, Banc of California, Inc. completed the Merger, pursuant to which PacWest Bancorp merged with and into Banc of California, Inc., with Banc of California, Inc. continuing as the surviving legal corporation and, as of December 1, 2023, Banc of California, N.A. merged into Pacific Western Bank with Pacific Western Bank continuing under the Banc of California name and brand as the Bank. Concurrent with the completion of the Merger, Banc of California, Inc. also completed its $400 million equity raise from affiliates of funds managed by Warburg Pincus LLC and certain investment vehicles sponsored, managed, or advised by Centerbridge Partners, L.P. and its affiliates. The stock issued by Banc of California, Inc. as consideration in the Merger totaled approximately $663 million.

Removed

The Merger was accounted for as a reverse merger using the acquisition method of accounting, therefore, PacWest Bancorp was deemed the accounting acquirer, even though Banc of California, Inc. was the legal acquirer. We recorded the legacy Banc of California, Inc. acquired assets and assumed liabilities, both tangible and intangible, at their estimated fair values as of the acquisition date. The application of the acquisition method of accounting resulted in an initial recognition of goodwill of $198.6 million. During the year ended December 31, 2024, the Company recorded adjustments related to the Merger resulting in an increase to goodwill of $15.9 million within the one-year measurement period subsequent to the acquisition date of November 30, 2023. Final goodwill recognized relating to the Merger totaled $214.5 million. We completed the Merger to, among other things, enhance our scale and presence in California and augment and diversify our sources of revenue. For further information, see Note 2. Business Combinations.

Removed

Balance Sheet Repositioning

Removed

In connection with the Merger, we implemented our previously announced balance sheet repositioning strategy. From the announcement of the Merger on July 25, 2023, through the end of 2024, the combined company, legacy PacWest Bancorp and legacy Banc of California, Inc., sold assets totaling $6.1 billion and completed the paydown of $8.6 billion of high-cost liabilities, which improved the mix of earning assets and reduced the amount of higher-cost funding. The sold assets included $3.9 billion of securities from both the legacy Banc of California, Inc. and PacWest Bancorp portfolios, and $1.5 billion of single-family loans and $0.7 billion of multi-family loans from the legacy Banc of California, Inc. portfolios. The liabilities that were paid down included $4.7 billion of borrowings and $3.9 billion of brokered deposits from both legacy entities.

Removed

In the third quarter of 2024, we closed on the sale of $1.95 billion of Civic loans which had been moved to held for sale during the second quarter of 2024. The loan sale generated net proceeds of $1.91 billion, which provided capital and liquidity to support the repositioning of a portion of the AFS securities portfolio and pay down higher-cost brokered deposits and borrowings. We sold approximately $742 million of securities with a weighted average yield of 2.94% resulting in a pre-tax loss of $59.9 million and purchased $724 million of similar quality securities with a weighted average yield of 5.65%. The liabilities that were paid off included $1.85 billion of brokered deposits with an average cost of 5.35% at the time of retirement and the remaining $545.0 million in Bank Term Funding Program balance with a rate of 5.40%. We replaced a portion of these higher-cost fundings with the addition of a $500 million long-term FHLB advance with a rate of 3.18%. These balance sheet repositioning actions that we executed resulted in net interest margin expansion and improved both our capital and liquidity. As of December 31, 2024, the balance sheet repositioning contemplated as a result of the Merger has been largely completed.

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Net interest incomeNII is the excess of interest earned on our interest-earning assets over the interest paid on our interest-bearing liabilities. Net interest margin is net interest incomeNII (annualized if related to a quarterlynon-annual period) expressed as a percentage of average interest-earning assets. Tax equivalent net interest income is net interest income increased by an adjustment for tax-exempt interest on certain loans and investment securities based on a 21% federal statutory tax rate. Tax equivalent net interest margin is calculated as tax equivalent net interest income divided by average interest-earning assets.

Reworded

Net interest incomeNII is affected by changes in both interest rates and the volume of average interest-earning assets and interest-bearing liabilities. Our primary interest-earning assets are loans and investment securities, and our primary interest-bearing liabilities are deposits and borrowings. Contributing to our positive net interest margin is our healthy yield on loans and leases in excess of our core deposit costs. While our deposit balances will fluctuate depending on our customers’ liquidity and cash flow, market conditions, and competitive pressures, we seek to minimize the impact of these variances by attracting a high percentage of noninterest-bearing deposits. We continue to focus on growing granular relationship-based deposits as a key component of our core deposit strategy, which supports a stable funding base and strengthens our client franchise.

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During 2024, our net interest margin expanded and increased to 2.85% for the year ended December 31, 2024 compared to 1.98% in 2023 primarily driven by lower funding costs reflecting the benefits of balance sheet repositioning actions taken during the year and improved funding mix.

Reworded

We actively seek new lending opportunities under an array of lending products. Our lending activities include real estate mortgage loans, real estate construction and land loans, commercial loans and leases, and a small amount of consumer lending. Our commercial real estateCRE loans and real estate construction loans are secured by a range of property types. Our commercial loans and leases portfolio is diverse and generally includes various asset-secured loans, lender finance loans, equipment-secured loans and leases, venture capital loans to support venture capital firms’ operations and the operations of entrepreneurial and venture-backed companies during the various phases of their early life cycles, warehouse loansloans, and secured business loans.

Reworded

Our loan origination process emphasizes credit quality. Historically, toTo augment our internal loan production, we have purchased loans such as SFR mortgage loans, multi-family loans from other banks, and private student loans from third-party lenders, and in recent years, single-family residential mortgage loans.lenders. These loan purchases help us manage the concentrations in our portfolio as they diversify the geographic risk, interest-rate risk, credit risk, and product composition of our loan portfolio. Achieving net loan growth is subject to many factors, including maintaining strict credit standards, competition from other lenders, and borrowers that opt to prepay loans.

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We emphasize credit quality in originating and monitoring our loans and leases, and we measure our success by the levels of our classified loans and leases, nonaccrual loans and leases, and net charge-offs. We maintain an allowance for credit lossesACL on loans and leases, which is the sum of the allowance for loan and lease lossesALLL and the reserve for unfunded loan commitments. Provisions for credit losses are charged to operations as and when needed for both on and off-balance sheet credit exposures. Loans and leases that are deemed uncollectable are charged off and deducted from the allowance for loan and lease losses.ALLL. Recoveries on loans and leases previously charged off are added to the allowance for loan and lease losses.ALLL. The provision for credit losses on the loan and lease portfolio is based on our allowance methodology, which considers the impact of assumptions and is reflective of historical experience, economic forecasts viewed to be reasonable and supportable by management, the current loan and lease composition, and relative credit risks known as of the balance sheet date. For originated and acquired credit-deteriorated loans, a provision for credit losses may be recorded to reflect credit deterioration after the origination date or after the acquisition date, respectively.

Reworded

We regularly review loans and leases to determine whether there has been any deterioration in credit quality resulting from borrower operations or changes in collateral value or other factors which may affect the collectability of our loans and leases. Changes in economic conditions, such as the rate of economic growth, the unemployment rate, rate of inflation, increases in the general level of interest rates, declines in real estate values, changes in commodity prices, and adverse conditions in borrowers’ businesses, could negatively impact our borrowers and cause us to adversely classify loans and leases. An increase in classified loans and leases generally results in increased provisions for credit losses and an increased allowance for credit losses.ACL. Any deterioration in the real estate market may lead to increased provisions for credit losses because our loans are concentrated in real estate loans.

Reworded

Our noninterest expense includes fixed and controllable overhead, the largest components of which are compensation expense, customer related expense, information technology and data processing expense, and occupancy expense. Customer related expenses are primarily earnings credit rateECRs payments to customers and are mostly driven by the Homeowners Association ("HOA") business. ItECRs alsoare includesrate-sensitive costsand thatfluctuate tendin response to varychanges based onin the volumefederal offunds activity, such as loan and lease production and the number and complexity of foreclosed assets.rate. Additionally, noninterest expense includedincludes insurance and assessments, intangible asset amortization, leased equipment depreciation, other professional services, loan expenses, acquisition, integration and reorganizationorganization costs related to the Mergercosts, and aother goodwill impairment charge recorded in 2023.expense. We monitor our efficiency ratio as a key measure success in controlling both fixed and variable costs through monitoring of theoperational ratio of noninterest expense to average total assets.performance.

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The following table presents the calculation of our ratio of noninterest expense to average total assets for the years indicated:

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Our significant accounting policies and practices are described in "Note 1. Nature of Operations and Summary of Significant Accounting Policies" in Item 8 of thethis Notesform to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data."10-K. We have identified threetwo policies and estimates as being critical because they require management to make particularly difficult, subjective, and/or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be reported under different conditions or using different assumptions. These policies relate to the allowance for credit lossesACL on loans and leases held for investment, the carrying value of goodwill and other intangible assets,HFI and the realization of deferred tax assets and liabilities.

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The ACL is estimated on a quarterly basis and represents management'smanagement’s estimate of current expected credit losses over the remaining expected life of the Company's financial assets measured at amortized cost, including loans and leases and certain lending-related commitments. The ACL involves significant judgment on a number of matters including assessment of key credit risk characteristics, assignment of risk ratings, valuation of collateral, the determination of remaining expected life, incorporation of historical default and loss experience, and development and weighting of macroeconomic forecasts. For information regarding the calculation and policies of the ACL on loans and leases heldHFI forand investment,related seeunfunded loan commitments. The ACL is evaluated quarterly and reflects management’s judgment based on historical loss experience, current conditions, and reasonable and supportable forecasts. A detailed description of the Company’s accounting policies and methodology is included in the " - Balance Sheet Analysis - Allowance for Credit Losses on Loans and Leases Held for Investment" in Item 7 and "Note 1(j).1. Nature of Operations and Summary of Significant Accounting Policies - Allowance for Credit Losses on Loans and Leases Held for Investment,Investment" in Item 8 of thethis NotesForm to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data."10-K.

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The ACL is sensitive to change in macroeconomic conditions and management's forward-looking assumptions. Management considers multiple economic scenarios to address forecast uncertainty, and changes in the economic outlook, portfolio composition, risk rating migration, and unfunded commitment levels may result in period-to-period volatility in the ACL.

Removed

A critical judgment in the process is estimating the Company's ACL related to macroeconomic forecasts that are incorporated into quantitative methods. As any one economic outlook is inherently uncertain, the Company utilizes a baseline and upside or downside scenarios which are applied based on a probability weighting, to better reflect management's expectation of expected credit losses given changes in the economic environment and existing market conditions. Changes in the Company's assumptions and economic forecasts could significantly affect its estimate of expected credit losses, which could potentially lead to significant changes in the estimate from one reporting period to the next. The ACL is also sensitive to changes in macroeconomic forecast assumptions. Given the dynamic relationship between macroeconomic variables within the Company's models, it is difficult to estimate the impact of a change in any one factor or input on the ACL. Management performs sensitivity analysis on the ACL quarterly both in terms of individual inputs being changed and the weighting of macroeconomic forecast scenarios being changed. This assists management with better understanding changes in the calculated ACL from period to period and helps us to conclude that the estimated ACL is reasonable and appropriate at each reporting date.

Removed

Goodwill and Other Intangible Assets

Removed

Goodwill and other intangible assets arise from the acquisition method of accounting for business combinations. For acquisitions, we are required to record the assets acquired, including identified intangible assets such as goodwill, and the liabilities assumed at their estimated fair value. These fair values often involve estimates based on third party valuations, such as appraisals, based on discounted cash flow analyses or other valuation techniques that may include estimates of attrition, discount rates, future growth rates, multiples of earnings or other relevant factors. Goodwill and other intangible assets generated from business combinations and deemed to have indefinite lives are not subject to amortization and instead are tested for impairment annually unless a triggering event occurs thereby requiring an updated assessment. Our regular annual impairment assessment occurs in the fourth quarter. Impairment exists when the carrying value of the goodwill exceeds its fair value. The determination of whether impairment has occurred is based on an assessment of several factors including operating results, business plans, economic projections, anticipated future cash flows, and current market data. Analyzing goodwill for impairment also includes consideration of various factors that continue to evolve and for which significant uncertainty remains, including estimates of the profitability of the Company's reporting units, long-term growth rates and the estimated market cost of equity, such as the discount rate and price multiples of comparable companies. Imprecision in estimating these factors can affect the estimated fair value of the reporting units. Certain events and circumstances could have a negative effect on the estimated fair value of the reporting units, including declines in business performance, increases in credit losses, as well as deterioration in economic or market conditions and adverse regulatory or legislative changes, which could result in a material impairment charge to earnings in a future period.

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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. We use the following non-GAAP measures in this Annual Report on Form 10-K:

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•ReturnWe use the following non-GAAP measures:return on average tangible common equity, tangible common equity ratio, tangibleefficiency book value per common share,ratio, adjusted return on average tangible common equity, adjusted net earnings, adjusted diluted earnings per share, and adjusted return on average assets:assets. Given that the use of these measures is prevalent among banking regulators, investorsinvestors, and analysts, we disclose them in addition to the related GAAP measures of return on average equity, stockholders' equity to assets ratio, noninterest expense to total revenue, and bookreturn valueon peraverage share,assets, respectively. The reconciliations of these non-GAAP measures to the GAAP measures are presented in the following tables for and as of the yearsperiods presented. Such disclosures should not be viewed as substitutes for results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Reworded

(2) Adjusted netNet earnings (loss) divided by average stockholders' equity.

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(3) Adjusted net earnings (loss) available to common and equivalent stockholders for ROATCE divided by average tangible common equity.

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(2) Total common equity divided by common and equivalent shares outstanding.

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(3) Tangible common equity divided by common and equivalent shares outstanding.

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(4) Common and equivalent shares outstanding include non-voting common stock equivalents that are participating securities.

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(5) Common and equivalent shares outstanding in 2022 have been restated by multiplying the historical amounts by the Merger exchange ratio of 0.6569.

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_________________________________________________________________ (1) EffectiveIncludes taxcustomer ratesrelated expense of 24.76%,$105.4 14.12%,million, $129.5 million, and 25.36%$124.1 usedmillion for the years ended December 31, 2025, 2024, 2023, and 2022.2023.

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(2) Noninterest expense used for efficiency ratio divided by total revenue used for efficiency ratio.

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_________________________________________________________________ (1) Effective tax rates of 26.86%, 24.76%, and 14.12% used for the years ended December 31, 2025, 2024, and 2023.

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(2) Adjusted net earnings (loss) available to common and equivalent stockholders divided by weighted average diluted common shares outstanding.

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(4) Adjusted net earnings divided by average assetsassets.

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(2) See "- Non-GAAP Financial Measures.Measures" in Item 7 of this Form 10-K.

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(3) Total revenue equals the sum of NII and noninterest income.

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Net earnings available to common and equivalent stockholders for the year ended December 31, 2024 was $87.1 million, or $0.52 per diluted share, compared to net loss available to common stockholders for the year ended December 31, 2023 of $1.9 billion, or $22.71 per diluted share. The $2.0 billion increase in net earnings available to common and equivalent stockholders was due mainly to a goodwill impairment charge of $1.4 billion in the first quarter of 2023, higher net interest income of $178.9 million attributable to a higher NIM, higher noninterest income of $525.4 million, lower operating expense of $132.9 million, a lower provision for credit losses of $9.2 million, offset partially by higher income tax expense of $354.0 million. Net interest income increased due mainly to lower interest expense on interest-bearing liabilities, offset partially by lower interest income on interest-earning assets. Noninterest income increased due mainly to lower losses from the sale of securities of $382.0 million and from the sale of loans and leases of $162.0 million, offset partially by lower leased equipment income of $12.1 million. Operating expense decreased due primarily to a decrease of $156.8 million in acquisition, integration and reorganization costs related to the Merger, a decrease of $107.2 million in other expenses due to a $106.8 million of unfunded commitments fair value loss adjustments related to loan sales recorded in 2023 and a decrease of $64.9 million in insurance and assessments expense for both the regular FDIC assessment and the special assessment. The provision for credit losses decreased to $42.8 million for 2024 compared to $52.0 million for 2023. The provision for credit losses in 2024 included a $43.5 million provision for loan losses, offset partially by a $0.5 million reversal of the provision for credit losses related to unfunded loan commitments and a $0.2 million reversal of the provision for credit losses related to AFS securities. The lower 2024 provision for loan losses compared to the previous year-end was driven mainly by lower loan balances in the held for investment portfolio driven by the sale of approximately $1.95 billion of Civic loans during the year and payoffs/lower balances on existing loans along with net charge-off activity but partially offset by higher reserves due to risk rating migration and new loan originations/balance increases on existing loans. The provision for credit losses for 2023 included a $113.5 million provision for loan losses, offset partially by a $61.5 million reversal of the provision for credit losses related to lower unfunded loan commitments. The provision for loan losses in 2023 also included an initial provision of $22.2 million for acquired legacy Banc of California non-PCD loans. The increase in income tax expense was due primarily to higher pre-tax earnings incurred in 2024 compared to pre-tax loss in 2023.

Reworded

Net Interest Income and Net Interest Margin

Reworded

The following table summarizes 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,liabilities for the years indicated:

Added

_____________________ (1) In 2023, a $2.3 million adjustment was made to account for tax-exempt income generated from loans, using a federal statutory rate of 21% for the adjustment.

Removed

_____________________ (1) Tax equivalent.

Reworded

(2) 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 $64.2 million, $88.0 million and $9.7 million for the years ended 2025 and 2024 and 2023 and net loan premium amortization of $17.9 million for 2022,2023, respectively.

Removed

(3) Includes tax-equivalent adjustments of $0.0 million, $2.3 million, $7.9 million for the years ended 2024, 2023, and 2022, respectively, related to tax-exempt income on loans. Includes tax-equivalent adjustments of $0.0 million, $0.0 million, and $5.9 million for 2024, 2023, and 2022, respectively, related to tax-exempt income on investment securities. The federal statutory rate utilized was 21%.

Added

NII is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as “volume change.” NII is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing liabilities, referred to as “rate change.” Any changes that are not solely due to either volume or rate are allocated in proportion to the percentage changes in average volume and average rate.

Removed

Net interest income is affected by changes in both interest rates and the amounts of average interest‑earning assets and interest‑bearing liabilities. The changes in the yields earned on average interest‑earning assets and rates paid on average interest‑bearing liabilities are referred to as changes in “rate.” The changes in the amounts of average interest‑earning assets and interest‑bearing liabilities are referred to as changes in “volume.” The change in interest income/expense attributable to rate reflects the change in rate multiplied by the prior year’s volume. The change in interest income/expense attributable to volume reflects the change in volume multiplied by the prior year’s rate. The change in interest income/expense not attributable specifically to either rate or volume is allocated ratably between the two categories.

Reworded

The following table presents changes in interest income (tax equivalent) and interest expense and related changes in rate and volume for the years indicated:

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What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-07 (period ending 2026-06-30) with 10-Q filed 2026-05-08 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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The section in the latest 10-Q reads in full:

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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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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New heading “Strategic Balance Sheet Actions”

New heading “Subordinated Debt”

Removed heading “Stock Repurchase Program”

Removed heading “First Quarter of 2026 Compared to Fourth Quarter of 2025 and First Quarter of 2025”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: litigation, liquidity, goodwill
“This Quarterly Report on Form 10-Q contains certain “forward-looking statements” about the Company and its subsidiaries within the meaning of the Private Securities Litigation Reform Act of 1995, including certain plans, strategies, goals, and projections and including statements about our expectations regarding our operating expenses, profitability, ACL, net interest margin, NII, deposit growth, loan and lease portfolio growth and production, acquisitions and related integrations, maintaining capital adequacy, liquidity, goodwill, and IRR management. …”
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Reworded topics: tariff, artificial intelligence

Paragraph as it now reads, with added and removed wording marked:

ActualFactors that could cause actual results couldto differ materially from thosethe containedresults anticipated or impliedprojected byinclude, suchbut forward-lookingare statementsnot forlimited a variety of factors, including without limitationto: (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 DTAs,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 ACLallowance 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; (ixxi) risks related to the Company'sCompany’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; (xxii) 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 ACL,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; (xixiv) 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; (xiixv) the risk that our enterprise risk management framework may not be effective in mitigating risk and reducing the potential for losses; (xiiixvi) 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; (xivxvii) cybersecurity threats and failures or security breaches with respect to the network, applications, vendors and computer systems on which we depend, including due to cybersecurity threatsdepend; (xvxviii) our ability to attract and retain key members of our senior management team; (xvixix) 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; (xviixx) 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; (xviiixxi) the possibility that our recorded goodwill could become impaired, which may have an adverse impact on our earnings and capital; (xixxxii) our existing indebtedness, together with any future incurrence of additional indebtedness, could adversely affect our ability to raise additional capital and to meet our debt obligations; (xxxxiii) 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 (xxixxv) 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.
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New text topics: default
“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. …”
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“First Quarter of 2026 Compared to Fourth Quarter of 2025 and First Quarter of 2025”
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New text topics: litigation
“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. …”
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“Strategic Balance Sheet Actions”
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Reworded

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 threesix months ended MarchJune 31,30, 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.

Added

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.

Removed

This Quarterly Report on Form 10-Q contains certain “forward-looking statements” about the Company and its subsidiaries within the meaning of the Private Securities Litigation Reform Act of 1995, including certain plans, strategies, goals, and projections and including statements about our expectations regarding our operating expenses, profitability, ACL, net interest margin, NII, deposit growth, loan and lease portfolio growth and production, acquisitions and related integrations, maintaining capital adequacy, liquidity, goodwill, and IRR management. All statements contained in this Quarterly Report on Form 10-Q that are not clearly historical in nature are forward-looking, and the words “anticipate,” “assume,” “intend,” “believe,” “forecast,” “expect,” “estimate,” “plan,” “continue,” “will,” “should,” “look forward” and similar expressions are generally intended to identify forward-looking statements. All forward-looking statements (including statements regarding future financial and operating results and future transactions and their results) involve risks, uncertainties, and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements.

Reworded

ActualFactors that could cause actual results couldto differ materially from thosethe containedresults anticipated or impliedprojected byinclude, suchbut forward-lookingare statementsnot forlimited a variety of factors, including without limitationto: (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 DTAs,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 ACLallowance 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; (ixxi) risks related to the Company'sCompany’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; (xxii) 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 ACL,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; (xixiv) 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; (xiixv) the risk that our enterprise risk management framework may not be effective in mitigating risk and reducing the potential for losses; (xiiixvi) 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; (xivxvii) cybersecurity threats and failures or security breaches with respect to the network, applications, vendors and computer systems on which we depend, including due to cybersecurity threatsdepend; (xvxviii) our ability to attract and retain key members of our senior management team; (xvixix) 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; (xviixx) 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; (xviiixxi) the possibility that our recorded goodwill could become impaired, which may have an adverse impact on our earnings and capital; (xixxxii) our existing indebtedness, together with any future incurrence of additional indebtedness, could adversely affect our ability to raise additional capital and to meet our debt obligations; (xxxxiii) 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 (xxixxv) 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.

Added

Strategic Balance Sheet Actions

Added

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.

Added

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.

Removed

Stock Repurchase Program

Reworded

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 thesix Firstmonths Quarterended ofJune 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 MarchJune 31,30, 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.

Removed

On May 1, 2026, the Company redeemed the entire outstanding $385 million aggregate principal amount of 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031, originally issued by Pacific Western Bank, for a redemption price equal to 100% of the principal amount redeemed, plus accrued and unpaid interest. These subordinated notes were scheduled to reset to a floating rate equal to three-month SOFR plus 252 bps beginning May 1, 2026, and were redeemable, in whole or in part, beginning May 1, 2026 at a redemption price equal to 100% of principal amount redeemed, plus any accrued and unpaid interest.

Reworded

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 aan 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.

Reworded

___________________________________ (1) Effective tax rates of 25.14%,28.00%, 26.86%25.14% and 25.30%23.12% used for the three months ended MarchJune 31,30, 2026, December 31, 2025 and 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.

Reworded

(2) Annualized net (loss) earnings divided by average stockholders' equity.

Reworded

(3) Annualized adjusted net (loss) earnings available to common and equivalent stockholders for ROATCE divided by average tangible common equity.

Reworded

(3) Common and equivalent shares outstanding include NVCE that are participating securities. There werewas no NVCE outstanding as of MarchJune 31,30, 2026.

Reworded

_______________________________________ (1) Includes customer related expense of $23.7$24.1 million, $24.9$23.7 million, and $27.8$26.6 million for the three months ended June 30, 2026, March 31, 2026, Decemberand 31,June 30, 2025, and March$47.9 31,million 2025,and respectively.$54.3 million for six months ended June 30, 2026 and 2025.

Reworded

(2) Noninterest expense used for efficiency ratio divided by total revenue.revenue used for efficiency ratio.

Reworded

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. This compares to net earnings available to common and equivalent stockholders of $67.4 million, or $0.42 per diluted common share, for the fourth quarter of 2025,2026, and net earnings available to common and equivalent stockholders of $43.6$18.4 million, or $0.26$0.12 per diluted common share, for the firstsecond 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.

Reworded

FirstSecond Quarter 2026 Financial Highlights:

Added

•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.

Added

•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.

Added

•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.

Added

•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%.

Removed

•Total revenue of $286.9 million, up 8% year over year, with pre-tax pre-provision income(1) of $105.6 million, up 28% year over year.

Removed

•Net interest margin expanded 4 basis points to 3.24% compared to fourth quarter 2025, driven by an 11 basis point decline in deposit costs.

Reworded

•Average totalTotal deposits increased by $103.4$799.0 million, andor 2.9% during the quarter, with average noninterest-bearing deposits grewcomprising $81.2 million to 28.9%28.5% of average total deposits.

Added

•Loan-to-deposit ratio decreased 235 basis points to 89.3%.

Added

•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.

Removed

•First quarter loan production and disbursements totaled $2.1 billion, with a weighted average interest rate on production of 6.65%, supporting our balance sheet remixing and providing embedded earnings upside as higher-rate production replaces lower-yielding fixed-rate and hybrid loans.

Removed

•Average total loans increased $267.5 million.

Removed

•Total noninterest expense of $181.4 million, down 1% year over year.

Removed

•Maintained ACL coverage of 1.12% of total loans HFI.

Removed

•Repurchased $31.9 million of common stock and common equivalent stock at a weighted average price per share of $18.68.

Removed

•Growth in book value per share to $19.80 and tangible book value per share(1) to $17.77, up 9% and 10% year over year, respectively.

Reworded

•Healthy capitalCapital ratios well aboveexceeded the regulatory thresholds for "well capitalized" banks, including a 12.54%11.67% Tier 1 capital ratio and a 10.18%9.25% CET 1 capital ratio.

Added

•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.

Reworded

_____________________________ (1) Common shares include NVCE that are participating securities. There werewas no NVCE outstanding as of June 30, 2026 and March 31, 2026.

Reworded

(5) Ratio calculated by dividing noninterest expense (less intangible asset amortization and acquisition, integration and reorganization costs) by total revenue (less gain/loss on sale of securities). See "Non-GAAP Financial Measures" in Item 2 of this Form 10-Q. Noninterest expense includes customer related expense of $23.7 million, $24.9$24.1 million and $27.8$23.7 million for the three months ended MarchJune 31,30, 2026, December 31, 20252026 and March 31, 2026, and $47.9 million and $54.3 million for six months ended June 30, 2026 and 2025.

Reworded

_____________________ (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 $12.2$11.2 million, $12.7$12.2 million and $16.0$16.1 million for the three months ended MarchJune 31,30, 2026, December 31, 2025 and March 31, 2026 and June 30, 2025.

Added

_____________________ (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.

Added

(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.

Added

(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.

Added

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.

Removed

NII increased by $0.3 million to $251.6 million for the first quarter, up from $251.4 million for the fourth quarter. This increase was primarily driven by a $9.7 million decrease in interest expense on deposits, reflecting lower interest rates due to the full quarter impact of the federal funds rate cuts of 50 basis points in the fourth quarter and two fewer days in the quarter. Additionally, interest income from investment securities rose by $2.3 million, supported by higher average balances from security purchases and a Federal Home Loan Bank (FHLB) special dividend. These positive factors were offset partially by a $9.3 million decrease in interest income from loans, mainly due to two fewer days in the quarter and lower average yields resulting from the federal funds rate cuts. Interest income from deposits in financial institutions also declined by $2.5 million, driven by lower average balances and interest rates.

Reworded

Net interest margin was 3.13% for the second quarter, down 11 basis points from 3.24% for the first quarter,quarter. upThe 4decrease basis points from 3.20% for the fourth quarter,was primarily driven by lowernonaccrual averageinterest totalimpacts costand an increase in short-term funding associated with strong loan growth and the redemption of funds,subordinated offsetdebt, partiallywhile bycore lowerdeposit averagegrowth yieldstrengthened ontoward interest-earningquarter-end, assets.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 2.10%5.18% from 2.20%,5.25%, as a result of an 11 basis point decrease in the average total cost of deposits to 1.78%, and an 11 basis points decrease in the average cost of borrowings to 4.63%. The average yield on interest-earning assets decreased to 5.25% from 5.31%, as a result of a 9 basis point decrease in the average yield on loans and leases to 5.74%. Declines in both funding costs and asset yield reflect the full quarter impact of rate cuts that occurred in the fourth quarter.5.63%.

Removed

Average total deposits increased by $103.4 million, with a $81.2 million increase in average noninterest-bearing deposits and $22.2 million increase in average interest-bearing deposits. Average noninterest-bearing deposits represented 28.9% of average total deposits in the first quarter, up from 28.7% in the fourth quarter.

Removed

NII increased by $19.3 million to $251.6 million for the first quarter of 2026, up from $232.4 million for the first quarter of 2025. This increase was primarily driven by a $20.3 million decrease in interest expense on deposits, reflecting lower interest rates due to federal funds rate cuts of 75 basis points toward the end of 2025. Additionally, interest income from investments increased by $4.0 million and interest income from loans and leases by $3.8 million, both due primarily to higher average balances. Interest income on investments also benefited from the FHLB special divided in the first quarter of 2026. These positive factors were offset partially by a $7.1 million decrease in interest income from deposits in financial institutions, driven by lower average balances as we maintained lower cash target level and lower yield resulting from the federal funds rate cuts.

Removed

Net interest margin was 3.24% for the first quarter of 2026, up 16 basis points from 3.08% for the first quarter of 2025. The year over year improvement was primarily driven by a 32 basis point decrease in the average total cost of funds to 2.10% from 2.42%, as a result of a 34 basis point decrease in the average total cost of deposits to 1.78%, and a 71 basis point decrease in average cost of borrowings. Declines in funding costs reflect the impact of rate cuts that occurred in 2025.

Reworded

Average total deposits increased by $398.7$299.1 million year over year,million, with a $223.0$323.5 million increase in average interest-bearing depositsdeposits, andoffset partially by a $175.7$24.4 million increasedecrease in average noninterest-bearing deposits. Average noninterest-bearing deposits represented 28.9%28.5% of average total deposits forin the threesecond monthsquarter, ended March 31, 2026, updown from 28.7%28.9% forin the comparablefirst period in 2025.quarter.

Added

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.

Added

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%.

Added

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.

Added

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.

Added

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.

Removed

First Quarter of 2026 Compared to Fourth Quarter of 2025 and First Quarter of 2025

Removed

The provision for credit losses was $9.8 million for the first quarter of 2026 compared to $12.5 million for the fourth quarter of 2025 and $9.3 million for the first quarter of 2025.

Reworded

The first quarter of 2026 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.

Added

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.

Removed

The fourth quarter of 2025 provision for loan losses and unfunded commitments was primarily driven by changes in loan risk ratings including specific reserves, and higher loan balances and unfunded commitments, offset partially by lower qualitative reserves.

Reworded

The firstprovision quarterfor the six months ended June 30, 2025 included the impact of 2025$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,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 reservesreserves, and changesa favorable shift in the portfolio mix drivendue byto growth in loan segments with lowlower expected credit losses.

Showing the first 60 of 108 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

BANC insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 5 filings (3 insiders, 4 trade dates, 52,327 shares, about $980.8K). Net open-market shares: -52,327 (purchases minus sales); net value about -$980.8K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-09-10Dotan Ido
GENERAL COUNSEL, CORP SECRTY
Open-market sale 10,541$18.30 $192.9K45,702 SEC
2026-08-04Lindsay Olivia I
CHIEF RISK OFFICER
Open-market sale 6,000$19.51 $117.1K32,842 SEC
2026-08-02Kauder Joseph
CHIEF FINANCIAL OFFICER
Shares withheld for tax 5,444$19.15 $104.3K60,361 SEC
2026-07-08Rice Joseph J
Director, SR EVP AND VICE CHAIRMAN
Grant/award 18,114— —44,531 SEC
2026-05-26Corsini Bryan M
CHIEF CREDIT OFFICER
Open-market sale 14,988$19.06 $285.7K59,045 SEC
2026-05-09Corsini Bryan M
CHIEF CREDIT OFFICER
Shares withheld for tax 9,677$19.04 $184.3K74,033 SEC
2026-05-06Rice Joseph J
Director
Grant/award 4,780— —26,417 SEC
2026-05-06Thau Andrew
Director
Grant/award 4,780— —46,282 SEC
2026-05-06Curran Mary A
Director
Grant/award 4,780— —10,663 SEC
2026-05-06Eggemeyer John M Iii
Director
Grant/award 4,780— —193,772 SEC
2026-05-06Eusey Shannon F
Director
Grant/award 4,780— —34,992 SEC
2026-05-06Schlogel Vania E
Director
Grant/award 4,780— —33,665 SEC
2026-05-06Lester Susan E
Director
Grant/award 4,780— —53,264 SEC
2026-05-06Burke Paul Robert
Director
Grant/award 4,780— —64,507 SEC
2026-05-06Barker James Andrew
Director
Grant/award 4,780— —48,907 SEC
2026-04-29Corsini Bryan M
CHIEF CREDIT OFFICER
Open-market sale 10,399$18.52 $192.6K83,710 SEC
2026-04-29Corsini Bryan M
CHIEF CREDIT OFFICER
Open-market sale 10,399$18.52 $192.6K83,710 SEC

Well-known investors holding BANC (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Two Sigma Investments COM2026-06-302,957,956$60.4M0.05%Added 142%
Millennium Management (Israel Englander) COM2026-06-302,698,474$55.1M0.04%Reduced 63%
Point72 Asset Management (Steve Cohen) COM2026-06-301,183,260$24.2M0.04%Reduced 1%
D. E. Shaw & Co. COM2026-06-30175,561$3.6M0.0%Added 1424%
AQR Capital Management (Cliff Asness) COM2026-06-30130,910$2.7M0.0%Reduced 75%
Citadel Advisors (Ken Griffin) COM2026-06-3031,868$651.1K0.0%Reduced 97%

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when BANC files, watchlists and downloadable comparisons.