United Security Bancshares (UBFO) CFO reports merger-driven stock dispositions
Filing Impact
Filing Sentiment
Form Type
4/A
Rhea-AI Filing Summary
UNITED SECURITY BANCSHARES senior vice president and chief financial officer David A. Kinross reported indirect dispositions of common stock held as trustee, tied to the company’s merger into Community West Bancshares. The filing shows 95,733 shares disposed of to the issuer and 28,236 shares used to satisfy tax obligations, with these shares converted into merger consideration of Community West common stock at an exchange ratio of 0.4520 share of Community West stock for each United Security share. Following these merger-related transactions, the reported indirect holdings of United Security common stock as trustee are shown as zero.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Kinross David A
Role
SVP & CHIEF FINANCIAL OFFICER
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 95,733 | $0.00 | -- |
| Tax Withholding | Common Stock | 28,236 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 0 shares (Indirect, Trustee)
Footnotes (1)
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Key Figures
Issuer disposition: 95,733 shares
Tax-withholding shares: 28,236 shares
Exchange ratio: 0.4520 share
+2 more
5 metrics
Issuer disposition
95,733 shares
Common stock indirectly disposed of to issuer in merger
Tax-withholding shares
28,236 shares
Common stock delivered to satisfy tax obligations
Exchange ratio
0.4520 share
Community West common stock per United Security share
Effective time
12:01 a.m.
Merger effective on April 1, 2026
Post-transaction UBFO holdings
0 shares
Indirect trustee holdings of United Security common stock
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock award, Disposition to issuer, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Disposed of 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.
Merger Consideration financial
"converted into the right to receive 0.4520 of a share of common stock of Community West (the "Merger Consideration")"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
restricted stock award financial
"each outstanding unvested Company restricted stock award automatically vested in full and became entitled to the Merger Consideration"
A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
FAQ
What insider transactions did UBFO’s CFO report in this Form 4/A?
The CFO reported two indirect dispositions of UNITED SECURITY BANCSHARES common stock as trustee: 95,733 shares returned to the issuer and 28,236 shares delivered to cover tax obligations, all in connection with the company’s merger into Community West Bancshares and related stock conversion.
What were the CFO’s reported UBFO holdings after these transactions?
After the merger-related dispositions, the Form 4/A shows total indirect holdings of UNITED SECURITY BANCSHARES common stock as trustee at zero shares. This reflects conversion of United Security equity into Community West common stock and related issuer and tax-withholding dispositions under the merger structure.