SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Sowers Richard L.

(Last)(First)(Middle)
9404 GENESEE AVE.
SUITE 100

(Street)
LA JOLLA CALIFORNIA 92037

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2026
3. Issuer Name and Ticker or Trading Symbol
Private Bancorp of America, Inc. [ PBAM ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock23,841D
Common Stock52,519IBy Family Trust(1)
Common Stock8,150IBy IRA Account
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) (2)02/15/2028Common Stock3,279$25.59D
Stock Option (right to buy) (2)02/01/2030Common Stock10,000$21D
Stock Option (right to buy) (2)05/11/2033Common Stock30,000$25.15D
Restricted Stock Units (3) (3)Common Stock11,516(3)D
Restricted Stock Units (4) (4)Common Stock7,000(4)D
Restricted Stock Units (5) (5)Common Stock6,500(5)D
Explanation of Responses:
1. These shares are held in a trust for the benefit of family members for which Mr. Sowers serves as co-trustee with his spouse, Mari Brusseau, and for which Mr. Sowers may be deemed to have voting and investment power.
2. The stock options are fully vested and exercisable.
3. Each Restricted Stock Unit represents the right to receive one share of common stock. The amount reported reflects the maximum number of Restricted Stock Units that may vest, if at all, on December 31, 2026, upon confirmation of the achievement of the relevant performance targets (for the portion of the award still subject to performance vesting) and the reporting person's continued employment with the Issuer on the vesting date, subject to forfeiture upon the occurrence of certain events specified in award agreement.
4. Each Restricted Stock Unit represents the right to receive one share of common stock. The amount reported reflects the maximum number of Restricted Stock Units that may vest, if at all, on December 31, 2027, upon confirmation of the achievement of the relevant performance targets (for the portion of the award still subject to performance vesting) and the reporting person's continued employment with the Issuer on the vesting date, subject to forfeiture upon the occurrence of certain events specified in award agreement.
5. Each Restricted Stock Unit represents the right to receive one share of common stock. The amount reported reflects the targeted number of Restricted Stock Units that may vest, if at all, on December 31, 2028, upon confirmation of the achievement of the relevant performance targets (for the portion of the award still subject to performance vesting) and the reporting person's continued employment with the Issuer on the vesting date, subject to forfeiture upon the occurrence of certain events specified in the award agreement. Depending on actual performance achieved, the reporting person may receive between 0% and 125% of the targeted amount.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Richard L. Sowers07/29/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)