Community West Bancshares adds United Security directors to board in planned merger

Rhea-AI Filing Summary

Community West BancsharesUnited Security Bancshares, two of United Security’s current directors, Jagroop “Jay” Gill and Dora Westerlund, are expected to join Community West’s board after the proposed merger closes, subject to Community West’s corporate governance requirements. Mr. Gill is also expected to serve as Vice Chairman of the Community West board. The report reiterates that the merger remains subject to shareholder approvals, regulatory and other conditions, and highlights numerous risks that could delay, change or prevent completion of the transaction. Community West also notes it will file a Form S-4 registration statement containing a joint proxy statement/prospectus so shareholders of both companies can evaluate and vote on the proposed merger.

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Bank M&A and governance analyst

Filing outlines planned post‑merger board roles and reiterates merger risks.

Community West Bancshares and United Security Bancshares disclose that two United Security directors, Jagroop “Jay” Gill and Dora Westerlund, are expected to join Community West’s board after the proposed merger closes, subject to Community West’s corporate governance requirements. Mr. Gill is also expected to serve as Vice Chairman of the Community West board, signaling an intention to include Target leadership in the combined company’s governance structure.

The text emphasizes that these appointments depend on consummation of the merger and on satisfaction of governance, shareholder and regulatory conditions. It lists numerous risks, including potential failure to obtain shareholder approvals, delays or denials of regulatory approvals, integration challenges, higher‑than‑expected costs, and dilution from issuing Community West common stock in the merger.

The companies state they will file a Form S‑4 registration statement with a joint proxy statement/prospectus, which will be sent to shareholders of both institutions. That document will provide detailed terms of the transaction and information on directors and executive officers, giving shareholders a basis to evaluate the merger and the proposed post‑closing board composition.

12/18/2025 - 04:34 PM

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: December 16, 2025

(Date of earliest event reported)

COMMUNITY WEST BANCSHARES
(Exact name of registrant as specified in its charter)
CA (State or other jurisdiction of incorporation)						000-31977 (Commission File Number)			77-0539125 (IRS Employer Identification Number)
7100 N. Financial Dr., Ste. 101, Fresno, CA (Address of principal executive offices)									93720 (Zip Code)
559-298-1775 (Registrant’s telephone number, including area code)

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

Common Stock, no par value

CWBC

NASDAQ

(Title of Each Class)

(Trading Symbol)

(Name of Each Exchange on which Registered)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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

Item 7.01 Regulation FD Disclosure

On December 17, 2025, Community West Bancshares, a California corporation (the “Company”), and United Security Bancshares, a California corporation (the “Target”) issued a joint press release announcing that, pursuant to the previously announced Agreement and Plan of Merger (the “Merger Agreement”) entered into by the parties, Jagroop “Jay” Gill and Dora Westerlund, both current members of the Target’s board of directors, will be added to the Company’s board of directors upon consummation of the proposed merger (the “Merger”), subject in each case to compliance with the Company’s corporate governance requirements. In addition, Mr. Gill would serve as Vice Chairman of the Company’s board of directors. 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 exhibits 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 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.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements often include words such as “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would,” and “could,” as well as the negative of such words. Forward-looking statements are not historical facts but instead represent management's current expectations and forecasts regarding future events, many of which are inherently uncertain and outside of our control. Actual results may differ, possibly materially, from those currently expected or projected in these forward-looking statements. In addition to factors disclosed in reports filed by the Company and the Target with the SEC, risks and uncertainties for the Company, the Target and the combined company that may cause actual results or outcomes to differ materially from those anticipated include, but are not limited to: (1) the possibility that any of the anticipated benefits of the proposed Merger will not be realized or will not be realized within the expected time period; (2) the risk that integration of the Target’s operations with those of the Company will be materially delayed or will be more costly or difficult than expected; (3) the parties’ inability to meet expectations regarding the timing of the proposed Merger; (4) changes to tax legislation and their potential effects on the accounting for the Merger; (5) the inability to complete the proposed Merger due to the failure of the Target’s shareholders to adopt the Merger Agreement, or the failure of the Company’s shareholders to adopt the Merger Agreement or to approve the issuance of the Company’s common stock in connection with the Merger; (6) the failure to satisfy other conditions to completion of the proposed Merger, including receipt of required regulatory and other approvals; (7) the failure of the proposed Merger to close for any other reason; (8) diversion of management’s attention from ongoing business operations and opportunities due to the proposed Merger; (9) the challenges of integrating and retaining key employees; (10) the effect of the announcement of the proposed Merger on the Company’s, the Target’s or the combined company’s respective customer and employee relationships and operating results; (11) the possibility that the proposed Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (12) the dilution caused by the Company’s issuance of additional shares of the Company’s common stock in connection with the Merger; and (13) changes in the global economy and financial market conditions and the business, results of operations and financial condition of the Company, the Target and the combined company. Please refer to each of the Company’s and the Target’s Annual Reports on Form 10-K for the year ended December 31, 2024, as well as the Company’s and the Target’s other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.

Any forward-looking statement included in this report is based only on information currently available to management and speaks only as of the date on which it is made. Neither the Company nor the Target undertakes any obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Additional Information and Where to Find It

The Company will file a registration statement on Form S-4 with the SEC in connection with the proposed transaction. The registration statement will include a joint proxy statement of the Company and the Target that also constitutes a prospectus of the Company, which will be sent to the shareholders of the Company and the Target. Before making any voting decision, the shareholders of the Company and the Target are advised to read the joint proxy statement/prospectus when it becomes available because it will contain important information about the Company, the Target and the proposed transaction. When filed, this document and other documents relating to the Merger filed by the Company can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing the Company’s website at ir.communitywestbank.com under the tab “Financials” and on the Target’s website at investors.unitedsecuritybank.com under the tab “Financials” and “SEC Filings.” Alternatively, these documents, when available, can be obtained free of charge from the Company upon written request to Community West Bancshares, Attn: Investor Relations, 7100 N. Financial Dr., Suite 101, Fresno, CA 93720, or by calling (916) 235-4617 or from Target upon written request to United Security Bancshares, Attn: Investor Relations, 2126 Inyo St., Fresno, CA 93721, or by calling (559) 490-6261. The contents of the websites referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus.

Participants in the Solicitation

This report does not constitute a solicitation of a proxy, an offer to purchase or a solicitation of an offer to sell any securities. The Company, the Target, and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of the Company and the Target in connection with the proposed Merger under SEC rules. Information about the directors and executive officers of the Company and the Target will be included in the joint proxy statement/prospectus for the proposed transaction filed with the SEC. These documents (when available) may be obtained free of charge in the manner described above under “Additional Information and Where to Find It.”

Security holders may obtain information regarding the names, affiliations and interests of the Company’s directors and executive officers in the definitive proxy statement of the Company relating to its 2025 Annual Meeting of Shareholders filed with the SEC on April 4, 2025 and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 17, 2025. Security holders may obtain information regarding the names, affiliations and interests of the Target’s directors and executive officers in the definitive proxy statement of the Target relating to its 2025 Annual Meeting of Shareholders filed with the SEC on April 7, 2025 and in the Target’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 20, 2025.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1						Press Release of Community West Bancshares and United Security Bancshares dated December 17, 2025
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.

Dated: December 18, 2025			COMMUNITY WEST BANCSHARES
			By:			/s/ Shannon R. Livingston
						Shannon R. Livingston
						Executive Vice President and Chief Financial Officer

FAQ

What did Community West Bancshares disclose about its merger with United Security Bancshares?

Community West Bancshares disclosed that, under the previously announced merger agreement with United Security Bancshares, two of United Security’s current directors are expected to join Community West’s board after the proposed merger closes, subject to Community West’s corporate governance requirements, and that the merger remains subject to shareholder, regulatory and other approvals.

Which directors from United Security Bancshares will join Community West Bancshares' board?

The filing states that Jagroop “Jay” Gill and Dora Westerlund, both current members of United Security Bancshares’ board of directors, will be added to Community West Bancshares’ board upon consummation of the proposed merger, subject to compliance with Community West’s corporate governance requirements.

What role will Jagroop "Jay" Gill have at Community West after the merger?

In addition to joining the board, Jagroop “Jay” Gill would serve as Vice Chairman of Community West Bancshares’ board of directors following the completion of the proposed merger, as described in the report.

What risks and uncertainties related to the Community West–United Security merger are highlighted?

The report lists risks such as the possibility that expected benefits of the merger are not realized, integration delays or higher costs, inability to meet timing expectations, failure to obtain shareholder approvals or regulatory approvals, potential failure of the merger to close, management distraction, challenges integrating and retaining key employees, potential higher-than-anticipated expenses, dilution from issuing additional Community West common stock, and changes in economic and financial market conditions.

What future SEC filing will describe the Community West and United Security merger in detail?

Community West Bancshares states it will file a registration statement on Form S-4 with the SEC, which will include a joint proxy statement/prospectus for Community West and United Security Bancshares. This document will be sent to shareholders of both companies and will contain important information about the companies and the proposed transaction.

How can shareholders obtain information about the merger documents for Community West and United Security?

The report explains that, when filed, the registration statement and joint proxy statement/prospectus and other merger-related documents can be obtained free of charge from the SEC’s website at www.sec.gov, from Community West’s investor relations webpage, from United Security’s investor relations webpage, or by written request or phone to the investor relations contacts at each company.