Community West Bancshares (NASDAQ: CWBC) completes all-stock UBFO merger
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Community West Bancshares completed its all-stock merger with United Security Bancshares, creating a larger Central California community banking franchise. United Security shareholders received 0.4520 shares of Community West Bancshares common stock for each United Security share, valuing the deal at approximately $185.5 million, or $10.53 per share based on Community West’s March 31, 2026 closing price of $23.30.
The combined company has roughly $5 billion in total assets, retains both banks’ offices across 13 counties and 31 communities, and adds two former United Security directors to the Community West boards. United Security’s stock will be delisted from NASDAQ, and its SEC registration and reporting obligations will be terminated.
Positive
- The all-stock merger creates a combined community bank with approximately $5 billion in total assets, significantly expanding scale and geographic reach across 13 counties and 31 communities.
Negative
- None.
Insights
All‑stock merger creates a ~$5B community bank with broader Central California reach.
Community West Bancshares completed an all-stock acquisition of United Security Bancshares, issuing stock at a fixed 0.4520 exchange ratio, implying about $185.5 million in consideration at $10.53 per United Security share. No cash component is highlighted, so ownership simply shifts into the combined entity.
The merger roughly scales the franchise to about $5 billion in assets, with banking offices in 13 counties and 31 communities. Governance continuity is supported by retaining 12 Community West directors and adding 2 from United Security, alongside defined leadership roles including CEO James J. Kim and Chairman Daniel J. Doyle.
United Security’s shares will be halted, delisted via Form 25, and then deregistered through Form 15, ending separate reporting. Management emphasizes cultural alignment, expanded lending capacity, and a planned systems conversion in summer 2026, while forward‑looking language notes integration and synergy risks for the combined bank.
8-K Event Classification
7 items: 2.01, 3.01, 3.03, 5.01, 5.02, 7.01, 9.01
7 items
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.01
Changes in Control of Registrant
Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
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 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 consideration: $185.5 million
Implied UBFO value per share: $10.53 per share
+5 more
8 metrics
Exchange ratio
0.4520 shares
Community West shares per United Security share at merger
Merger consideration
$185.5 million
Approximate value based on March 31, 2026 CWBC price
Implied UBFO value per share
$10.53 per share
Based on CWBC closing price of $23.30 on March 31, 2026
CWBC share price reference
$23.30 per share
Community West closing price on March 31, 2026
Combined total assets
$5 billion
Approximate total assets of combined company at closing
Board size after merger
14 directors
12 from Community West, 2 from United Security
Geographic footprint
13 counties, 31 communities
Full-service Banking Centers across Central California
Planned systems conversion timing
Summer 2026
Targeted timing for merged bank systems conversion
Key Terms
Agreement and Plan of Merger, Form 25, Form 15, Regulation FD, +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.
Form 25 regulatory
"requested that NASDAQ file a notification of removal from listing ... on Form 25"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.
Form 15 regulatory
"intends to file a Form 15 with respect to the Company requesting the deregistration"
A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.
Regulation FD regulatory
"Item 7.01 Regulation FD Disclosure On April 1, 2026, the Company issued a press release"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
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.
Material Modification to Rights of Security Holders regulatory
"Item 3.03. Material Modification to Rights of Security Holders."
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: April 1, 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:
| 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)) | |||||
| 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 ☐
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 United Security Bancshares, a California corporation (“USB”), and Community West Bancshares, a California corporation (the “Company”), 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. Also in connection with the Merger Agreement, two members of USB’s board of directors, Jagroop “Jay” Gill and Dora Westerlund, joined the boards of directors of the Company and the Bank.
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On March 31, 2026, USB notified the NASDAQ Global Select Market (“NASDAQ”) that trading in USB common stock should be halted prior to market open on April 1, 2026, and that the listing of USB common stock should be removed. USB requested that NASDAQ file a notification of removal from listing of the Company common stock on Form 25 with the SEC. The Company, as successor to USB, intends to file a Form 15 with respect to the Company requesting the deregistration of USB common stock under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the suspension of USB’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 2.01 and Item 3.01 is incorporated into this Item 3.03 by reference.
Item 5.01. Changes in Control of Registrant.
The information set forth under Item 2.01 is incorporated into this Item 5.01 by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 1, 2026, effective upon the consummation of the Merger, USB’s directors and executive officers ceased serving in such capacities.
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
(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 USB’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) | ||||
*USB has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation S-K. The Company, as successor to USB, 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 | ||||||||||
(as successor by merger to United Security 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
FAQ
What is the total value and size of the Community West–United Security merger?
The merger consideration was approximately $185.5 million, calculated using Community West’s $23.30 share price on March 31, 2026. The combined company is described as a Central California-based community bank with about $5 billion in total assets following the transaction.
How does the Community West and United Security merger affect UBFO stock listing and reporting?
Trading in United Security common stock was halted before market open on April 1, 2026, and NASDAQ was asked to file Form 25 to remove the listing. The successor company intends to file Form 15 to deregister UBFO stock and suspend its Exchange Act reporting duties.
How will the merged Community West franchise change its geographic footprint?
The combined organization keeps both banks’ existing offices, forming a Central California franchise with full-service Banking Centers in 13 counties and serving 31 unique communities. This broadens Community West’s presence across Greater Sacramento, the San Joaquin Valley, and the Central Coast.
What leadership and board changes accompany the Community West–United Security merger?
The resulting board has 14 directors, including 12 from Community West and 2 from United Security. James J. Kim serves as CEO and President, Daniel J. Doyle as Chairman, Jagroop “Jay” Gill as Vice Chairman, and Andriana D. Majarian as Lead Independent Director.
What integration plans and risks does Community West highlight after the United Security merger?
Community West cites a planned systems conversion in summer 2026 and aims for a seamless client experience. Forward-looking statements emphasize risks around successfully integrating United Security and achieving expected synergies and operating efficiencies within anticipated timeframes, or potentially not at all.