United Security Bancshares (UBFO) names directors for Community West board post-merger

Rhea-AI Filing Summary

United Security Bancshares and Community West Bancshares filed an update on their planned merger, focused on future board composition. The companies announced that, under their previously signed merger agreement, United Security Bancshares directors Jagroop “Jay” Gill and Dora Westerlund will join Community West Bancshares’ board when the proposed merger is completed, subject to Community West’s corporate governance requirements. Mr. Gill is expected to serve as Vice-Chairman of Community West’s board after closing. The report also highlights extensive forward-looking statement risk factors and explains that a joint proxy statement/prospectus on the merger will be filed on Form S-4, which shareholders will be asked to review before voting.

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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

December 17, 2025

Date of Report (Date of earliest event reported)

UNITED SECURITY BANCSHARES

(Exact Name of Registrant as Specified in its Charter)

California

(State or Other Jurisdiction of Incorporation)

000-32987						91-2112732
(Commission File Number)						(I.R.S. Employer Identification No.)
2126 Inyo Street, Fresno, California						93721
(Address of principal executive offices)						(Zip Code)

559-490-6261

(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:

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

☐ Soliciting material pursuant to Rule 14a12 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			UBFO			NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 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 CWBC and the Company with the SEC, risks and uncertainties for CWBC, the Company 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 Company’s operations with those of CWBC 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 Company’s shareholders to adopt the Merger Agreement, or the failure of CWBC’s shareholders to adopt the Merger Agreement or to approve the issuance of CWBC’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 CWBC’s, the Company’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 CWBC’s issuance of additional shares of CWBC’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 CWBC, the Company and the combined company. Please refer to each of CWBC’s and the Company’s Annual Reports on Form 10-K for the year ended December 31, 2024, as well as CWBC’s and the Company’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 CWBC nor the Company 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

CWBC 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 CWBC and the Company that also constitutes a prospectus of CWBC, which will be sent to the shareholders of CWBC and the Company. Before making any voting decision, the shareholders of CWBC and the Company are advised to read the joint proxy statement/prospectus when it becomes available because it will contain important information about CWBC, the Company, and the proposed transaction. When filed, this document and other documents relating to the Merger filed by CWBC can be obtained free of charge from the SEC’s website at www.sec.gov. These documents can also be obtained free of charge by accessing CWBC’s website at ir.communitywestbank.com under the tab “Financials” and on the Company’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 CWBC 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 the Company 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. CWBC, the Company, 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 CWBC and the Company in connection with the proposed Merger under SEC rules. Information about the directors and executive officers of CWBC and the Company 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 CWBC’s directors and executive officers in the definitive proxy statement of CWBC relating to its 2025 Annual Meeting of Shareholders filed with the SEC on April 4, 2025, and in CWBC’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 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 7, 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 20, 2025.

Item 9.01 Financial Statements and Exhibits

Exhibits

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

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.

									United Security Bancshares
Date:			December 18, 2025						By: /s/ David A. Kinross
									David A. Kinross
									Senior Vice President and Chief Financial Officer

FAQ

What board changes does the UBFO 8-K report in connection with the merger?

The report states that Jagroop “Jay” Gill and Dora Westerlund, both current United Security Bancshares directors, will join Community West Bancshares’ board when the proposed merger closes, subject to Community West’s corporate governance requirements, and that Mr. Gill would serve as Vice-Chairman of Community West’s board.

Is the merger between United Security Bancshares (UBFO) and Community West Bancshares finalized?

No. The filing refers to a previously announced Agreement and Plan of Merger and describes actions that will occur upon consummation of the proposed merger, including adding two United Security Bancshares directors to Community West’s board, subject to required approvals and conditions.

What risks related to the UBFO and Community West Bancshares merger are highlighted?

The report lists risks such as the possibility that expected merger benefits are not realized, integration being delayed or more costly than expected, failure to obtain shareholder or regulatory approvals, the merger not closing for various reasons, potential effects on customer and employee relationships, dilution from new Community West shares issued in the merger, and broader economic and market conditions.

What shareholder materials will be provided for the United Security Bancshares–Community West Bancshares merger?

Community West Bancshares will file a registration statement on Form S-4 that includes a joint proxy statement/prospectus for Community West and United Security Bancshares shareholders. This document will contain important information about both companies and the proposed merger and will be sent to shareholders before they vote.

Where can UBFO and Community West Bancshares investors access the merger documents?

Investors can obtain the joint proxy statement/prospectus and related filings free of charge from the SEC’s website at www.sec.gov, from Community West Bancshares’ investor relations site at ir.communitywestbank.com, and from United Security Bancshares’ investor site at investors.unitedsecuritybank.com, or by written request and phone using the contact details provided in the report.

Does the UBFO 8-K solicit proxies or offer to sell securities?

No. The report explicitly states that it does not constitute a solicitation of a proxy, an offer to purchase, or a solicitation of an offer to sell any securities, although the companies and their directors and officers may be deemed participants in a future proxy solicitation related to the proposed merger.