Community West (NASDAQ: CWBC) closes $185.5M all-stock USB merger, forms $5B bank
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Community West Bancshares completed its all-stock merger with United Security Bancshares on April 1, 2026, creating a larger Central California community bank. USB merged into Community West, and United Security Bank merged into Community West Bank, which continues as the surviving bank.
USB shareholders received 0.4520 shares of Community West common stock for each USB share. Based on Community West’s March 31, 2026 closing price of $23.30, the deal values USB at approximately $185.5 million, or $10.53 per share. The combined company has approximately $5 billion in total assets and an expanded footprint across 13 counties and 31 communities in Central California.
Community West shareholders approved the merger, with 13,558,443 votes in favor out of 13,617,034 shares represented, meeting quorum. The new board has 14 directors, including two from USB, with James J. Kim as CEO and President, Daniel J. Doyle as Chairman, and Jagroop “Jay” Gill as Vice Chairman.
Positive
- Transformative all-stock merger completed: Community West Bancshares closed the acquisition of United Security Bancshares in an all-stock deal valued at approximately $185.5 million, creating a combined community bank with about $5 billion in total assets and a significantly expanded Central California footprint.
Negative
- None.
Insights
All-stock merger scales Community West to a ~$5B regional bank.
The company closed an all-stock acquisition of United Security Bancshares, valuing USB at about $185.5 million, or $10.53 per share, using a fixed exchange ratio of 0.4520 Community West shares. This significantly increases balance-sheet size to roughly $5 billion in assets.
The combination broadens Community West’s presence across Greater Sacramento, the San Joaquin Valley, and the Central Coast, while retaining all existing banking offices. Governance continuity is strong: 12 directors come from Community West and two from USB, with existing leadership largely preserved and supplemented by roles like Chairman Emeritus for USB’s former CEO.
Shareholder support was decisive, with over 71.06% of outstanding shares represented and an overwhelming majority voting for the merger. Pro forma and acquired business financials will follow in an amendment within 71 days, which will give more detail on post-merger earnings power, cost structure, and any realized efficiencies.
8-K Event Classification
5 items: 2.01, 5.02, 5.07, 7.01, 9.01
5 items
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
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 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Exchange ratio: 0.4520 shares
Merger value: $185.5 million
Per-share consideration: $10.53 per share
+5 more
8 metrics
Exchange ratio
0.4520 shares
Community West shares per United Security Bancshares share
Merger value
$185.5 million
Approximate total consideration based on $23.30 CWBC price
Per-share consideration
$10.53 per share
Implied value per United Security Bancshares share
Combined assets
$5 billion
Approximate total assets of combined bank at closing
Shares outstanding
19,162,614 shares
Community West common stock outstanding as of February 20, 2026
Votes for merger
13,558,443 votes
Shares voting in favor of the merger proposal
Meeting quorum
13,617,034 shares
Shares represented at the special meeting (~71.06% of outstanding)
Board size
14 directors
Resulting company board after merger, including two USB directors
Key Terms
Agreement and Plan of Merger, all-stock transaction, voting and support agreement, pro forma financial statements, +2 more
6 terms
Agreement and Plan of Merger regulatory
"pursuant to the Agreement and Plan of Merger, dated as of December 16, 2025"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
all-stock transaction financial
"merged with and into Community West Bancshares ... in an all-stock transaction"
An all-stock transaction is a deal where one company acquires another using only its own shares instead of cash or other assets. For investors, this means exchanging ownership stakes rather than cash, which can affect the value and control of the companies involved. It often signals a focus on growth and can influence the stock prices of both companies.
voting and support agreement regulatory
"each executed a voting and support agreement in favor of the Company"
A voting and support agreement is a contract in which certain shareholders promise to vote their shares a specific way and back particular corporate actions, such as a sale, merger, or management proposal. It matters to investors because it creates predictability about the outcome of important votes—similar to a small group agreeing in advance to vote the same way—so it can lock in control, affect deal certainty and influence a stock’s market reaction.
pro forma financial statements financial
"The unaudited pro forma financial statements required by this Item 9.01(b) will be filed"
Pro forma financial statements are hypothetical financial reports that show what a company's income, cash flow or balance sheet would look like after a planned change—such as a merger, asset sale, or major one‑time adjustment—by applying specific assumptions. Investors use them like a “before‑and‑after” sketch to gauge the potential impact of that change on profits, cash and debt, but they depend on assumptions and should be compared with the company’s official reports.
forward-looking statements regulatory
"This press release contains certain forward-looking information ... safe harbor for “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
FORM | ||
| CURRENT REPORT | ||
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||
Date of Report: March 30, 2026
(Date of earliest event reported)
| (Exact name of registrant as specified in its charter) | ||||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||||||||
(Registrant’s telephone number, including area code) | ||||||||||||||
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:
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| (Title of Each Class) | (Trading Symbol) | (Name of Each Exchange on which Registered) | ||||||||||||
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 o
Effective at 12:01 a.m. (Pacific Daylight Time) on April 1, 2026 (the “Effective Time”), pursuant to the Agreement and Plan of Merger, dated as of December 16, 2025 (the “Merger Agreement”), between Community West Bancshares, a California corporation (the “Company”) and United Security Bancshares, a California corporation (“USB”), USB merged with and into the Company with the Company continuing as the surviving corporation (the “Merger”).
Item 2.01 Completion of Acquisition or Disposition of Assets
As referenced above, on April 1, 2026, the Company completed its previously announced acquisition of USB pursuant to the Merger Agreement. At the Effective Time, USB merged with and into the Company, with the Company surviving the Merger. Immediately following the Merger, United Security Bank, a wholly owned subsidiary of USB, merged with and into Community West Bank (the “Bank”), a wholly owned subsidiary of the Company, with the Bank continuing as the surviving bank.
Pursuant to the terms of the Merger Agreement, as of the Effective Time, each outstanding share of USB capital stock was automatically converted as a result of the Merger into the right to receive 0.4520 shares of the Company’s common stock, with cash to be paid in lieu of fractional shares. Each outstanding share of the Company’s common stock remains outstanding and was unaffected by the Merger.
The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 17, 2025, and incorporated herein by reference.
Item 5.02 Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At the Effective Time, pursuant to the terms of the Merger Agreement the board of directors of the Company (the “Board”) and the board of directors of the Bank each appointed Jagroop “Jay” Gill and Dora Westerlund to fill vacancies created by the retirements of sitting directors and decreased the size of the respective board by one director to 14 directors. Each director will hold office until the next meeting of shareholders at which directors are elected, and until his or her successor shall have been elected and qualified. Mr. Gill will serve as Vice Chairman. At this time, the Board has not determined which, if any, of its committees to which Mr. Gill or Ms. Westerlund will be named.
There are no related party transactions reportable under Item 404(a) of Regulation S-K for Mr. Gill or Ms. Westerlund.
As previously disclosed, Mr. Gill and Ms. Westerlund each executed a voting and support agreement in favor of the Company in which they agreed to vote their shares of USB’s common stock in favor of approval of the Merger Agreement and the Merger.
The foregoing summary of the voting and support agreements is not complete and is qualified in its entirety by reference to the complete text of such agreements, a form of which was previously filed with the SEC and is incorporated herein by reference as Exhibit 10.2 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders
On March 30, 2026, the Company held a special meeting of its shareholders (the “Special Meeting”) to consider certain proposals related to the Merger Agreement.
The record date for determination of shareholders entitled to vote at the Special Meeting was the close of business on February 20, 2026. There were 19,162,614 shares of common stock outstanding as of the record date, with each share being entitled to one vote. At the Special Meeting, the holders of 13,617,034 shares, or approximately 71.06% of the outstanding shares of the Company’s common stock, no par value per share (“Company common stock”), were represented in person or by proxy, which constituted a quorum for the Special Meeting. The final results for each of the matters submitted to a vote of shareholders at the Special Meeting, as set forth in the Company’s Joint Proxy Statement/Prospectus filed with the SEC on February 24, 2026, were as follows:
Proposal 1. The approval of the principal terms of the Merger Agreement and the transactions contemplated therein, including the issuance of Company common stock pursuant to the merger agreement (the “merger proposal”):
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 13,558,443 | 39,539 | 19,052 | — | ||||||||
Based on the votes set forth above, the Merger Proposal was approved by the shareholders of the Company.
Proposal 2. The approval of the adjournment of the Special Meeting to permit further solicitation of proxies in the event that an insufficient number of votes were cast to approve the merger proposal:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 13,379,632 | 155,231 | 82,171 | — | ||||||||
Based on the votes set forth above, the adjournment was approved by the shareholders of the Company. Based on the votes set forth above with respect to the merger proposal, no adjournment of the Special Meeting was determined to be necessary or appropriate and, accordingly, the Special Meeting was not adjourned and proceeded to conclusion without consideration of a proposal to adjourn the Special Meeting.
Item 7.01 Regulation FD Disclosure
On April 1, 2026, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached to this report as Exhibit 99.1, which is incorporated herein by reference.
The information furnished pursuant to this Item and the related exhibit are being “furnished” and will not, except to the extent required by applicable law or regulation, be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
The financial statements required by this Item 9.01(a) will be filed by an amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information.
The unaudited pro forma financial statements required by this Item 9.01(b) will be filed by an amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits
| 10.1 | Agreement and Plan of Merger, by and between Community West Bancshares and United Security Bancshares, dated December 16, 2025 (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed December 17, 2025)* | ||||
| 10.2 | Form of Voting and Support Agreement, by and among Community West Bancshares and the directors and officers of United Security Bancshares identified therein, dated December 16, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed December 17, 2025) | ||||
| 99.1 | Press Release dated April 1, 2026 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
* The Company has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the SEC upon request.
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.
| Dated: | April 1, 2026 | COMMUNITY WEST BANCSHARES By: /s/ Shannon R. Livingston Shannon R. Livingston Executive Vice President and Chief Financial Officer | ||||||
FOR IMMEDIATE RELEASE
COMMUNITY WEST BANCSHARES COMPLETES MERGER WITH UNITED SECURITY BANCSHARES, CREATING A STRONGER COMMUNITY BANK IN CENTRAL CALIFORNIA
FRESNO, CALIFORNIA – April 1, 2026 – The Board of Directors of Community West Bancshares (NASDAQ: CWBC, or the ”Company”), the parent company of Community West Bank announced today the successful completion of the previously announced merger, in which United Security Bancshares (NASDAQ: UBFO), the parent company of United Security Bank, merged with and into Community West Bancshares, with Community West Bancshares as the surviving company, and United Security Bank merged with and into Community West Bank, with Community West Bank as the surviving bank, in an all-stock transaction. Shareholders of both companies approved the merger at special meetings held on March 30, 2026. The merger follows the receipt of all required regulatory approvals and satisfaction of customary closing conditions.
Pursuant to the terms of the merger agreement, United Security Bancshares shareholders received 0.4520 shares of Community West Bancshares common stock for each share of United Security Bancshares common stock. Based on the closing price of Community West Bancshares common stock of $23.30 per share on March 31, 2026, the value of the merger consideration was approximately $185.5 million, or $10.53 per United Security Bancshares common share.
The merger combines two relationship-focused community banks with a shared commitment to serving Central California’s businesses, families, and communities. The combined organization expands Community West Bank’s presence throughout Greater Sacramento, the San Joaquin Valley, and the Central Coast.
As of the close of the transaction, the combined company, Community West Bancshares, is a Central California-based community bank with approximately $5 billion in total assets. It retains the banking offices of both banks, including full-service Banking Centers throughout Central California, located in 13 counties and serving 31 unique communities.
The resulting company’s Board of Directors consists of fourteen directors: twelve from Community West Bancshares and two from United Security Bancshares. James J. Kim serves as CEO and President of the combined Company and Bank, Daniel J. Doyle serves as Chairman of the Board, Jagroop “Jay” Gill, serves as Vice Chairman, and Andriana D. Majarian serves as Lead Independent Director.
Dennis R. Woods, previously Chairman of the Board, President and CEO for United Security Bancshares and United Security Bank joins Community West Bank as Chairman Emeritus, with an ongoing focus on key client retention.
Retiring from the Community West Bancshares Board of Directors, effective March 31, 2026, are Suzanne M. Chadwick, Tom L. Dobyns, and William S. Smittcamp. Daniel C. Cunningham will retire from the Board and serve as Director Emeritus effective May 27, 2026.
“This merger represents a significant milestone for our Company and reflects the strength of two organizations coming together with shared values, building upon our foundation for long-term success,” said Doyle. “We are pleased to welcome new Directors, Jay Gill and
Dora Westerlund. Additionally, we welcome Dennis R. Woods to the Bank, and thank those whose leadership helped guide the Company to this milestone.”
Woods commented, “We are grateful for the hard work, perseverance and collaborative efforts of our directors and management teams to make this merger possible. I look forward to helping the combined organization grow and thrive.”
“With approximately $5 billion in assets, we are entering a new era of opportunity for our Company,” said Kim. “This merger, and the continued success of our Company, are driven by our exceptional team of banking professionals. It strengthens our ability to invest in our Central California communities, expand lending capacity, and deliver enhanced solutions to our clients, while remaining true to our community banking roots and positioning us for continued growth and long-term value.”
“Equally important is our alignment in culture and client service. Together, we are creating a more robust and visible banking franchise with greater depth of expertise, expanded resources, and enhanced capacity to support our employees, businesses, families, and communities. We are now focused on thoughtful integration and ensuring a seamless experience for clients as we move toward a planned systems conversion in the summer of 2026.”
“We look forward to building a franchise with greater scale and an expanded suite of products and service offerings which will allow us to deliver exceptional service to our combined clients and generate significant value to our shareholders,” added Gill.
The United Security Bancshares merger is the seventh acquisition for the Company, which previously acquired Community West Bancshares, adopting the Community West Bancshares and Community West Bank names (2024), Folsom Lake Bank (2017), Sierra Vista Bank (2016), Visalia Community Bank (2013), Service 1st Bank (2008), and Bank of Madera County (2005).
About Community West Bank and Bancshares
Community West Bancshares (NASDAQ: CWBC) and its wholly owned subsidiary, Community West Bank, are headquartered in Fresno, California. The Company was established in 1979 with the vision to help businesses and communities by exceeding expectations at every opportunity, and opened its first Banking Center on January 10, 1980. Today, Community West Bank operates full-service Banking Centers throughout Central California and maintains a variety of departments supporting Commercial Lending, Agribusiness, SBA, Residential Construction and Mortgage, Manufactured Housing, Private Banking, and Treasury Management Services.
Members of the Company and Bank Board of Directors are: Daniel J. Doyle (Chairman), Jagroop “Jay” Gill (Vice Chairman), James J. Kim (CEO and President), Andriana D. Majarian (Lead Independent Director), Robert H. Bartlein, Daniel N. Cunningham, F.T. “Tommy” Elliott IV, Robert H. Flautt, James W. Lokey, Steven D. McDonald, Martin E. Plourd, Dorothea D. Silva, Kirk B. Stovesand, and Dora Westerlund. Louis C. McMurray is Director Emeritus.
More information about Community West Bancshares and Community West Bank can be found at www.communitywestbank.com.
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Merger Completion – Page 2
CONTACTS:
Investor Contact: | Media Contact: | ||||
Shannon Livingston | Debbie Nalchajian-Cohen | ||||
Community West Bancshares | 559-222-1322 or (559) 281-1312 (cell) | ||||
(916) 235-4617 | |||||
ATTACHMENTS:
•Community West Bancshares and Bank logos
Forward-Looking Statements – This press release contains certain forward-looking information about Community West Bancshares and is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Such statements involve inherent risks, uncertainties, and contingencies, many of which are difficult to predict and are generally beyond the control of Community West Bancshares. Community West Bancshares cautions readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. In addition to factors previously disclosed in reports filed by Community West Bancshares with the SEC, risks and uncertainties for each institution and the combined institution include, but are not limited to the successful integration of United Security Bancshares, or achieving expected beneficial synergies and/or operating efficiencies, in each case might not be obtained within expected time-frames or at all; the possibility that personnel changes/retention will not proceed as planned. All forward-looking statements included in this press release are based on information available at the time of the communication. Pro forma, projected and estimated numbers are used for illustrative purposes only and are not forecasts, and actual results may differ materially. Community West Bancshares is under no obligation to (and expressly disclaim any such obligation to) update or alter any forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.
Merger Completion – Page 3
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