Private Bancorp grants CEO 30,000-share stock option

Private Bancorp of America, Inc. reported a new equity incentive award for its President and Chief Executive Officer, Richard L. Sowers, under an existing employment agreement.

Rhea-AI Filing Summary

Private Bancorp of America, Inc. reported a new equity incentive award for its President and Chief Executive Officer, Richard L. Sowers, under an existing employment agreement. On August 4, 2026, Sowers received a stock option to purchase 30,000 shares of common stock under the company’s 2026 Omnibus Equity Incentive Plan. The option has an exercise price of $85.65, equal to the closing stock price on the grant date, and a term ending on the tenth anniversary of the grant date. The option becomes exercisable when the company’s 2028 audited financial statements are delivered, subject to achievement of specified performance goals in the award agreement and Sowers’ continued employment with CalPrivate Bank through the vesting date. The award is also subject to the company’s standard forfeiture and clawback provisions for incentive compensation.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Option Shares Granted: 30,000 shares Exercise Price: $85.65 Option Term: Ten years +2 more

5 metrics

Option Shares Granted 30,000 shares Stock option award to CEO Richard L. Sowers on August 4, 2026

Exercise Price $85.65 Per-share exercise price equal to closing stock price on grant date

Option Term Ten years Option terminates on the tenth anniversary of the August 4, 2026 grant date

Award Plan Year 2026 Grant made under Private Bancorp of America, Inc. 2026 Omnibus Equity Incentive Plan

Performance Period Endpoint 2028 Option vests upon delivery of 2028 audited financial statements, subject to goals

Key Terms

Omnibus Equity Incentive Plan, exercise price, clawback, performance goals

4 terms

Omnibus Equity Incentive Plan financial

"under the Private Bancorp of America, Inc. 2026 Omnibus Equity Incentive Plan"

A single, company-wide plan that lets a business grant different kinds of stock-based pay — such as stock options, shares that vest over time, or other equity awards — to employees, directors and consultants. It matters to investors because it determines how much of the company can be paid out in shares, how quickly those shares enter the market, and how well employees are motivated to grow the business; think of it as a toolbox or menu for paying with ownership stakes that can dilute existing holders and affect company performance.

exercise price financial

"The Option has an exercise price of $85.65, the closing price"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

clawback financial

"The Award will be subject to standard Company provisions for the forfeiture and clawback"

A clawback is a contractual or legal right to recover money that was already paid out—often executive bonuses, incentives, or erroneous payments—when certain conditions change, such as fraud, accounting mistakes, or failure to meet performance targets. It matters to investors because clawbacks protect shareholder value by discouraging risky or misleading behavior, can affect future cash flow and executive incentives, and signal stronger governance, much like a store recalling a refund after discovering it was issued in error.

performance goals financial

"subject to the achievement of the relevant performance goals as set forth"

Performance goals are specific, measurable targets a company sets for financial results, operational milestones, or individual roles—examples include revenue, profit, production levels, or completion of a project. They matter to investors because meeting or missing these targets influences management pay, future forecasts, deal-related payments and market confidence; think of them as a scoreboard that helps outsiders judge whether the business is performing as promised.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive compensation change did PBAM disclose in this 8-K?

Private Bancorp of America, Inc. granted CEO Richard L. Sowers a stock option for 30,000 shares. The option was issued under the 2026 Omnibus Equity Incentive Plan with specific performance and service-based vesting conditions tied to 2028 audited financial statements.

What is the exercise price of Richard L. Sowers’ new stock option at PBAM?

The stock option granted to CEO Richard L. Sowers has an exercise price of $85.65 per share. This price equals the closing price of Private Bancorp of America’s common stock on the August 4, 2026 grant date.

How many PBAM shares are covered by the new CEO stock option?

The new stock option awarded to CEO Richard L. Sowers covers 30,000 shares of Private Bancorp of America’s common stock. These shares are issuable under the company’s 2026 Omnibus Equity Incentive Plan if vesting conditions are met.

When will the new PBAM CEO stock option become exercisable?

The option will become exercisable when Private Bancorp of America’s 2028 audited financial statements are delivered. Vesting is also contingent on achieving specified performance goals and Sowers’ continued employment through the vesting date.

What is the term of Richard L. Sowers’ PBAM stock option granted in August 2026?

The stock option granted to CEO Richard L. Sowers on August 4, 2026 terminates on the tenth anniversary of the grant date. After that date, any unexercised portion of the option will expire under the award’s terms.

Does the PBAM CEO stock option include clawback or forfeiture provisions?

Yes. The CEO’s stock option award is subject to Private Bancorp of America’s standard forfeiture and clawback provisions. These provisions allow the company to recoup or cancel incentive compensation under specified circumstances described in its governing policies.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/10/2026 - 04:30 PM EDT Learn about SEC filing dates

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2026 (August 4, 2026)

Private Bancorp of America, Inc.

(Exact name of Registrant as Specified in Its Charter)

California			001-43397	80-0769276
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
9404 Genesee Ave., Suite 100
La Jolla, California				92037
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (858) 875-6900

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value per share		PBAM		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in Private Bancorp of America, Inc.’s (the “Company”) Registration Statement on Form 10 (File No. 001-43397), initially filed with the Securities and Exchange Commission on July 13, 2026, as amended, and declared effective on July 29, 2026, the Company’s wholly-owned subsidiary, CalPrivate Bank (the “Bank”), entered into an employment agreement with Richard L. Sowers, President and Chief Executive Officer of the Company and the Bank, on May 22, 2026 (the “Employment Agreement”). Pursuant to the Employment Agreement, on August 4, 2026, Mr. Sowers was granted an option (the “Award”) to purchase 30,000 shares of the Company’s common stock (the “Option”) under the Private Bancorp of America, Inc. 2026 Omnibus Equity Incentive Plan.

The Option has an exercise price of $85.65, the closing price of the Company’s common stock on the grant date of the Award, and terminates on the tenth anniversary of the grant date. The Option will become exercisable on the date the Company’s 2028 audited financial statements are delivered to the Company, subject to the achievement of the relevant performance goals as set forth in the agreement that governs the Award (the “Award Agreement”) and Mr. Sowers’ continued employment with the Bank through the vesting date. The Award will be subject to standard Company provisions for the forfeiture and clawback of incentive compensation.

The foregoing summary of the Award does not purport to be complete and is qualified in its entirety by reference to the full text of the Award Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Private Bancorp of America, Inc. 2026 Omnibus Equity Incentive Plan Option Award Agreement, dated August 4, 2026, by and between Private Bancorp of America, Inc. and Richard L. Sowers
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Private Bancorp of America, Inc.
Date:	August 10, 2026	By:	/s/ Richard L. Sowers
		Name:	Richard L. Sowers
		Title:	President and Chief Executive Officer

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 PRIVATE BANCORP OF AMERICA, INC. 2026 OMNIBUS EQUITY INCENTIVE PLAN OPTI 93.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.4 KB