UBFO director disposes shares in merger payout
UNITED SECURITY BANCSHARES director Nabeel Mahmood reported disposing of his equity in connection with the company’s merger into Community West Bancshares.
Rhea-AI Filing Summary
UNITED SECURITY BANCSHARES director Nabeel Mahmood reported disposing of his equity in connection with the company’s merger into Community West Bancshares. He surrendered 23,556.883 shares of common stock at $10.51 per share and 15,000 stock options back to the issuer.
Under the merger agreement, each United Security common share (other than excluded and dissenting shares) was converted into the right to receive 0.4520 of a share of Community West common stock, and unvested restricted stock awards vested and became entitled to this merger consideration. The filing shows Mahmood with zero United Security common shares and options remaining after these issuer dispositions.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 38,556.883 shares
Disposition
2 txns
Insider
Mahmood Nabeel
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options | 15,000 | $0.00 | $0.00 |
| Disposition | Common Stock | 23,556.883 | $10.51 | $248K |
Holdings After Transaction:
Stock Options — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (2)
- F1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 16, 2025 (the "Merger Agreement"), by and between Community West Bancshares ("Community West") and United Security Bancshares (the "Company"), providing for the Company to merge (the "Merger") with and into Community West with Community West being the surviving entity. The Merger became effective at 12:01 a.m. on April 1, 2026 (the "Effective Time"), at which time (i) each share of Company common stock, other than excluded shares and dissenting shares, was converted into the right to receive 0.4520 of a share of common stock of Community West (the "Merger Consideration"); each outstanding unvested Company restricted stock award automatically vested in full and became entitled to the Merger Consideration.
- F2. Pursuant to the Merger Agreement, at the effective time of the merger, each of the reporting person's stock options were converted into the right to receive the amount, if any, by which the option's price exceeded $10.29 (20 day VWAP ending 3/27/2026).
Key Figures
Common shares disposed: 23,556.883 shares
Common share price: $10.51 per share
Stock options disposed: 15,000 options
+3 more
6 metrics
Common shares disposed
23,556.883 shares
Issuer disposition of United Security common stock in merger
Common share price
$10.51 per share
Reported transaction price for common stock disposition
Stock options disposed
15,000 options
Issuer disposition of stock options at merger effective time
Option exercise price
$11.05 per share
Exercise price of disposed stock options
Merger share exchange ratio
0.4520 Community West shares
Per United Security common share converted in merger
Merger VWAP reference
$10.29
20-day VWAP ending March 27, 2026 used for options
Key Terms
Agreement and Plan of Merger, Merger Consideration, 20 day VWAP, restricted stock award
4 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
"each share of Company common stock ... was converted into the right to receive 0.4520 of a share ... (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.
20 day VWAP financial
"the option's price exceeded $10.29 (20 day VWAP ending 3/27/2026)."
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did UBFO director Nabeel Mahmood report?
Director Nabeel Mahmood reported disposing of his United Security Bancshares equity in a merger-related transaction. He surrendered 23,556.883 common shares at $10.51 per share and 15,000 stock options back to the issuer as part of the merger completion.
What happened to Nabeel Mahmood’s UBFO stock options in the merger?
Mahmood’s 15,000 stock options were disposed of to the issuer at the merger effective time. Under the merger agreement, each option was converted into a right tied to the option’s exercise price relative to a $10.29 20-day volume-weighted average price.
AI-generated analysis. How Rhea-AI works. Not financial advice.
