0001705284 2026-07-31 2026-07-31 0001705284 1 2026-07-31 2026-07-31 0001705284 2 2026-07-31 2026-07-31 0001705284 3 2026-07-31 2026-07-31 iso4217:USD pure shares S-8 S-8 EX-FILING FEES 0001705284 Private Bancorp of America, Inc. N/A false false false S-8 Private Bancorp of America, Inc. Equity Common stock, no par value per share, reserved for issuance under the Private Bancorp of America, Inc. Omnibus Equity Incentive Plan (the "2026 Plan") true 570000 84.63 48239100.00 0.0001381 6661.82 Equity Common stock, no par value per share, issuable pursuant to the exercise of options outstanding under the Private Bancorp of America, Inc. Equity Incentive Plan (the "2016 Plan") true 43279 24.22 1048217.38 0.0001381 144.76 Equity Common stock, no par value per share, issuable pursuant to Restricted Stock Units outstanding under the 2016 Plan true 49959 84.63 4228030.17 0.0001381 583.89 53515347.55 7390.47 0.00 7390.47 Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement on Form S-8 (this "Registration Statement") shall also cover any additional shares of common stock, no par value per share ("Common Stock"), of Private Bancorp of America, Inc. (the "Registrant") that become issuable under the 2026 Plan by reason of any stock dividend, stock split, recapitalization, or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Common Stock pursuant to the terms of the 2026 Plan. Represents the number of shares of Common Stock issuable pursuant to the 2026 Plan as of the date of this Registration Statement. The price set forth under the column titled "Maximum Aggregate Offering Price" is estimated in accordance with Rules 457(c) and 457(h) of the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Select Market on July 30, 2026. Pursuant to Rule 416(a) promulgated under the Securities Act, this Registration Statement shall also cover any additional shares of Common Stock that become issuable under outstanding options under the 2016 Plan by reason of any stock dividend, stock split, recapitalization, or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Common Stock pursuant to the terms of the 2016 Plan. Represents the number of shares of Common Stock issuable upon the exercise of outstanding stock options granted under the 2016 Plan as of the date of this Registration Statement. The 2016 Plan expired prior to the effectiveness of the Registrant's Registration Statement on Form 10 initially filed with the Securities and Exchange Commission on July 13, 2026 (File No. 001-43397) (as amended, the "Form 10"). The price set forth under the column titled "Maximum Aggregate Offering Price" is estimated in accordance with Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee based on the weighted average exercise price for outstanding stock option awards of $22.42 per share as of the date of this Registration Statement. Pursuant to Rule 416(a) promulgated under the Securities Act, this Registration Statement shall also cover any additional shares of Common Stock that become issuable under outstanding Restricted Stock Units under the 2016 Plan by reason of any stock dividend, stock split, recapitalization, or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Common Stock pursuant to the terms of the 2016 Plan. Represents the number of shares of Common Stock issuable upon the vesting and settlement of outstanding Restricted Stock Units granted under the 2016 Plan as of the date of this Registration Statement. The 2016 Plan expired prior to the effectiveness of the Registrant's Form 10. The price set forth under the column titled "Maximum Aggregate Offering Price" is estimated in accordance with Rules 457(c) and 457(h) of the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Select Market on July 30, 2026.