Director Kenneth Newby records UBFO (NASDAQ: UBFO) share disposal in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
UNITED SECURITY BANCSHARES director Kenneth D. Newby reported disposing of his common stock in connection with the company’s merger into Community West Bancshares. On April 1, 2026, his directly held and IRA-held shares were surrendered to the issuer as part of the merger closing.
Under the merger terms, each United Security share, other than excluded and dissenting shares, was converted into the right to receive 0.4520 of a Community West common share, and all outstanding unvested restricted stock awards vested and received the same consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
NEWBY KENNETH D
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 39,953.899 | $10.51 | $420K |
| Disposition | Common Stock | 14,911.158 | $10.51 | $157K |
Holdings After Transaction:
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, IRA)
Footnotes (1)
- 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. Shares held in IRA where Mr. Newby is the owner. Provided for disclosure purposes only.
Key Figures
Direct shares disposed: 39,953.899 shares
IRA shares disposed: 14,911.158 shares
Price per share: $10.5100 per share
+3 more
6 metrics
Direct shares disposed
39,953.899 shares
Common Stock, disposition to issuer on April 1, 2026
IRA shares disposed
14,911.158 shares
Common Stock held in IRA, disposition to issuer on April 1, 2026
Price per share
$10.5100 per share
Reported transaction price for common stock dispositions
Post-transaction holdings
0 shares
Total shares following each reported disposition entry
Merger exchange ratio
0.4520 shares
Community West common stock per United Security share
Merger effective time
12:01 a.m. April 1, 2026
Effective time of merger and share conversion
Key Terms
Agreement and Plan of Merger, Merger Consideration, dissenting shares, restricted stock award, +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"
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.
indirect ownership financial
"Shares held in IRA where Mr. Newby is the owner. Provided for disclosure purposes only."