Community West Bancshares 8-K/A, filed Jun 15, 2026
Community West Bancshares (CWBC)
8-K/A
2026-06-15
For: 2026-03-30
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Added on
June 15, 2026
About this 8-K/A
Community West Bancshares filed this 8-K/A on June 15, 2026, reporting on events of March 30, 2026.
Items reported
- Item 9.01: Financial statements and exhibits
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
FORM | ||
| CURRENT REPORT | ||
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||
Date of Report: March 30, 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) | ||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| (Title of Each Class) | (Trading Symbol) | (Name of Each Exchange on which Registered) | ||||||||||||
Not Applicable (Former Name or Former Address, if changed since last report) | ||||||||||||||
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:
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 o
Explanatory Note
This Amendment No. 1 amends the Current Report on Form 8-K filed on April 1, 2026 by Community West Bancshares (the “Company”) to include the financial statements and unaudited pro forma condensed financial information referred to in Item 9.01(a) and (b) below relating to the merger of United Security Bancshares (“USB”) with and into the Company.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
The Audited Consolidated Financial Statements of USB for the years ended December 31, 2025 and 2024, the Report of Independent Registered Public Accounting Firm thereon, as well as the accompanying Notes thereto, included in Item 8 of Part II of USB’s Annual Report on Form 10-K (the “USB Annual Report”) and in Item 15 of Part IV of the USB Annual Report, as filed with the Securities and Exchange Commission on March 26, 2026, are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed consolidated financial statements of the Company and USB, as of and for the year ended December 31, 2025, reflecting the merger are attached hereto as Exhibit 99.1 and incorporated herein by reference.
(d) Exhibits
| 23.1 | |||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURE
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: | June 15, 2026 | COMMUNITY WEST BANCSHARES By: /s/ Shannon R. Livingston Shannon R. Livingston Executive Vice President and Chief Financial Officer | ||||||
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-218408, No. 333-204545, and No. 333-287549) and on Form S-3 (No. 333-282463) of Community West Bancshares of our report dated March 25, 2026, relating to the consolidated financial statements of United Security Bancshares (the “Company”), appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2025, filed with the Securities and Exchange Commission, and incorporated by reference in this Current Report on Form 8-K/A of Community West Bancshares.
/s/ Baker Tilly US, LLP
Sacramento, California
June 15, 2026
UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION AND NOTES
The following unaudited pro forma condensed combined financial information and notes thereto have been prepared in accordance with Article 11 of Regulation S-X in order to give effect to the merger and the related transaction accounting adjustments (pro forma adjustments) described in the accompanying notes. The following unaudited pro forma combined financial statements present the historical consolidated financial positions and results of operations of Community West Bancshares (“CWB”) and United Security Bancshares (“USB”) as an acquisition by CWB of USB. Under the acquisition method of accounting, the assets and liabilities of USB are, as of the effective date of the merger, recorded at their respective fair values and added to CWB.
The unaudited pro forma condensed combined balance sheet combines the historical balance sheets of CWB and USB as of December 31, 2025, giving effect to the merger (including the issuance of shares of CWB common stock pursuant to the merger agreement) as if those transactions had occurred on that date. The unaudited pro forma combined consolidated condensed statements of income for the year ended December 31, 2025 combines the historical consolidated statements of income of CWB and USB giving effect to the merger (including the issuance of shares of CWB common stock pursuant to the merger agreement) as if those transactions had occurred on January 1, 2025, the first day of CWB’s fiscal year. The unaudited pro forma condensed combined financial information contained herein does not give effect to any of the financial results of CWB or USB following December 31, 2025.
The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the actual results that would have occurred if the merger had been consummated during the period or as of the date of which the pro forma information is presented, nor is it necessarily indicative of future results. The pro forma information includes transaction costs such as change in control payments, investment banker fees, professional fees, and contract termination costs. The pro forma costs do not include the benefits of expected cost savings or opportunities to earn additional revenue, as these are nonrecurring in nature and not factually supportable. Estimated merger costs are subject to change, and actual merger costs could differ from such estimates. The pro forma fair values for assets and liabilities are subject to change as result of final valuation analyses. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein. There were no assumptions for the repurchase of shares issued in connection with the merger.
The pro forma shareholders’ equity and net income should not be considered indicative of the market value of CWB common stock or the actual or future results of operations of CWB for any period. Actual results may be materially different than the pro forma information presented.
The unaudited pro forma condensed combined financial information is based on and should be read in conjunction with:
•the accompanying notes to the unaudited pro forma condensed combined financial information;
•the separate historical audited consolidated financial statements of CWB as of and for the year ended December 31, 2025, and the related notes, included in CWB’s Annual Report on Form 10-K for the year ended December 31, 2025; and
•the separate historical audited consolidated financial statements of USB as of and for the year ended December 31, 2025, and the related notes, included in USB’s Annual Report on Form 10-K for the year ended December 31, 2025.
Unaudited Pro Forma Condensed Combined Balance Sheet
as of December 31, 2025
(Dollars in Thousands)
| CWB | USB | Transaction Accounting Adjustments | Reference | Pro Forma Combined | ||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 118,984 | $ | 120,955 | $ | — | $ | 239,939 | ||||||||||||||||||||||||
| Available for sale (at fair value) | 469,410 | 139,823 | — | 609,233 | ||||||||||||||||||||||||||||
| Held to maturity | 287,117 | — | — | 287,117 | ||||||||||||||||||||||||||||
| Equity securities | 6,797 | 3,432 | — | 10,229 | ||||||||||||||||||||||||||||
| Loans and leases receivable | 2,540,857 | 915,427 | (42,148) | A | 3,414,136 | |||||||||||||||||||||||||||
| Allowance for credit losses on loans | (30,071) | (14,838) | (2,051) | B | (46,960) | |||||||||||||||||||||||||||
| Loans receivable, net | 2,510,786 | 900,589 | (44,199) | 3,367,176 | ||||||||||||||||||||||||||||
| Premises and equipment, net | 23,545 | 9,434 | 4,347 | C | 37,326 | |||||||||||||||||||||||||||
| Bank owned life insurance | 54,163 | 21,253 | — | 75,416 | ||||||||||||||||||||||||||||
| Federal Home Loan Bank stock, at cost | 10,978 | 6,737 | — | 17,715 | ||||||||||||||||||||||||||||
| Goodwill | 96,828 | 4,488 | 54,590 | D | 155,906 | |||||||||||||||||||||||||||
| Other intangible assets, net | 8,266 | — | 26,581 | E | 34,847 | |||||||||||||||||||||||||||
| Prepaid expenses and other assets | 103,443 | 41,602 | 4,029 | F | 149,074 | |||||||||||||||||||||||||||
| Total assets | $ | 3,690,317 | $ | 1,248,313 | $ | 45,348 | $ | 4,983,978 | ||||||||||||||||||||||||
| Liabilities and Shareholders’ Equity | ||||||||||||||||||||||||||||||||
| Deposits | ||||||||||||||||||||||||||||||||
| Non-interest bearing | $ | 1,058,765 | $ | 421,897 | $ | — | $ | 1,480,662 | ||||||||||||||||||||||||
| Interest bearing | 2,036,509 | 666,883 | 359 | G | 2,703,751 | |||||||||||||||||||||||||||
| Total deposits | 3,095,274 | 1,088,780 | 359 | 4,184,413 | ||||||||||||||||||||||||||||
| Borrowings | 73,000 | — | — | 73,000 | ||||||||||||||||||||||||||||
| Subordinated debt, net | 69,526 | 6,296 | — | 75,822 | ||||||||||||||||||||||||||||
| Accrued expenses and other liabilities | 42,929 | 13,554 | 5,157 | H | 61,640 | |||||||||||||||||||||||||||
| Total liabilities | 3,280,729 | 1,108,630 | 5,516 | 4,394,875 | ||||||||||||||||||||||||||||
| Shareholders’ equity: | ||||||||||||||||||||||||||||||||
| Common stock | 210,222 | 62,236 | 122,436 | I | 394,894 | |||||||||||||||||||||||||||
| Retained earnings | 238,990 | 87,324 | (92,481) | I | 233,833 | |||||||||||||||||||||||||||
| Accumulated other comprehensive loss | (39,624) | (9,877) | 9,877 | I | (39,624) | |||||||||||||||||||||||||||
| Total shareholders’ equity | 409,588 | 139,683 | 39,832 | 589,103 | ||||||||||||||||||||||||||||
| Total liabilities and shareholders’ equity | $ | 3,690,317 | $ | 1,248,313 | $ | 45,348 | $ | 4,983,978 | ||||||||||||||||||||||||
Unaudited Pro Forma Combined Condensed Consolidated Statement of Earnings
Year Ended December 31, 2025
(In thousands, except per share amounts)
The unaudited pro forma condensed combined statement of income for the year ended December 31, 2025 presents the consolidated financial results as if the merger had occurred on January 1, 2025.
CWB | USB | Transaction Accounting Adjustments | Reference | Pro Forma Combined | ||||||||||||||||||||||||||||
| INTEREST INCOME: | ||||||||||||||||||||||||||||||||
| Loans and leases | $ | 159,889 | $ | 55,426 | $ | 9,676 | J | $ | 224,991 | |||||||||||||||||||||||
| Investment securities | 4,178 | 1,006 | 1,975 | K | 7,159 | |||||||||||||||||||||||||||
| Other interest income | 21,643 | 4,380 | — | 26,023 | ||||||||||||||||||||||||||||
| Interest income | 185,710 | 60,812 | 11,651 | 258,173 | ||||||||||||||||||||||||||||
| INTEREST EXPENSE: | ||||||||||||||||||||||||||||||||
| Deposits | 42,631 | 11,313 | 359 | L | 54,303 | |||||||||||||||||||||||||||
| Borrowings | 3,308 | — | — | 3,308 | ||||||||||||||||||||||||||||
| Subordinated debt | 3,591 | 728 | — | 4,319 | ||||||||||||||||||||||||||||
| Interest expense | 49,530 | 12,041 | 359 | 61,930 | ||||||||||||||||||||||||||||
| Net interest income before provision for credit losses | 136,180 | 48,771 | 11,292 | 196,243 | ||||||||||||||||||||||||||||
| PROVISION FOR CREDIT LOSSES | 3,754 | 5,574 | — | 9,328 | ||||||||||||||||||||||||||||
| Net interest income after provision for credit losses | 132,426 | 43,197 | 11,292 | 186,915 | ||||||||||||||||||||||||||||
| NON-INTEREST INCOME | 10,488 | 5,086 | — | 15,574 | ||||||||||||||||||||||||||||
| NON-INTEREST EXPENSES | 90,386 | 31,588 | 5,019 | M | 126,993 | |||||||||||||||||||||||||||
| Income before provision for income taxes | 52,528 | 16,695 | 6,273 | 75,496 | ||||||||||||||||||||||||||||
| Provision for income taxes | 14,360 | 4,407 | 1,854 | N | 20,621 | |||||||||||||||||||||||||||
| NET INCOME | $ | 38,168 | $ | 12,288 | $ | 4,419 | $ | 54,875 | ||||||||||||||||||||||||
| Per Common Share Data | ||||||||||||||||||||||||||||||||
| Basic earnings per share | $ | 2.01 | $ | 0.70 | $ | 2.04 | ||||||||||||||||||||||||||
| Weighted average common shares used in basic computation | 18,996,714 | 17,493,576 | (9,571,420) | O | 26,918,870 | |||||||||||||||||||||||||||
| Diluted earnings per share | $ | 2.00 | $ | 0.70 | $ | 2.03 | ||||||||||||||||||||||||||
| Weighted average common shares used in diluted computation | 19,069,289 | 17,498,322 | (9,576,166) | O | 26,991,445 | |||||||||||||||||||||||||||
Note 1 - Basis of Presentation
The unaudited pro forma condensed combined consolidated financial statements and explanatory notes have been prepared under the acquisition method of accounting for business combinations. The unaudited pro forma condensed combined balance sheet as of December 31, 2025 gives effect to the merger as if it had occurred on that date. The unaudited pro forma condensed combined statements of income for the year ended December 31, 2025 give effect to the merger as if it had become effective on January 1, 2025. This information is not intended to reflect the actual results that would have been achieved had the acquisition actually occurred on that date. The pro forma adjustments are preliminary, based on estimates and are subject to change as more information becomes available and after final analyses of the fair values of both tangible and intangible assets acquired and liabilities assumed are completed. Accordingly, the final fair value adjustments may materially differ from those presented in this document.
Note 2 - Accounting Policies and Financial Statement Classifications
The accounting policies of USB are in the process of being reviewed in detail by CWB. Upon completion of such review, conforming adjustments or financial statement reclassifications may be determined.
Note 3 - Purchase Price
Pursuant to the terms of the Merger, 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. As a result of the Merger, the Company issued approximately 7,922,156 shares of Company common stock.
The following table summarizes the determination of the preliminary estimated purchase consideration based on the closing stock price as of March 31, 2026.
| CWB shares to be issued in merger | 7,922,156 | ||||
| CWB stock price as of March 31, 2026 | $ | 23.30 | |||
| Common stock consideration | $ | 184,586,235 | |||
| Cash in lieu | 6,639 | ||||
| Cash consideration for stock options | 79,239 | ||||
| Total consideration | $ | 184,672,113 | |||
Note 4 - Merger and Acquisition Integration Costs
In connection with the USB merger, the plan to integrate the operations of USB will occur in the second and third quarter of 2026. The specific details of the plan to integrate the operations of CWB and USB will continue to be refined over the next several months, and will include assessing personnel, benefit plans, premises, equipment, and service contracts to determine where CWB may take advantage of redundancies. Certain decisions arising from these assessments may involve involuntary termination of employees, vacating leased premises, changing information systems, canceling contracts with certain service providers, and selling or otherwise disposing of certain premises, and furniture and equipment. CWB also expects to incur merger-related costs including professional fees, legal fees, system conversion costs and costs related to communications with customers and others. To the extent there are costs associated with these actions, the cost will be recorded based on the nature of the cost and the timing of these integration actions in the period incurred.
Note 5 - Estimated Annual Cost Savings or Revenue Opportunities
While CWB expects to realize cost savings from the USB merger, the pro forma information, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings, opportunities to earn additional revenue, the impact of restructuring and merger-
related costs, or other factors that may result as a consequence of the merger and, accordingly, does not attempt to predict or suggest future results. Further, there can be no assurance cost savings will be achieved in the amount, manner or timing currently contemplated.
Note 6 - Pro Forma Adjustments to Combined Condensed Balance Sheet at December 31, 2025
The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. All adjustments are based on preliminary assumptions and valuations, which are subject to change.
A. Adjustment to reflect acquired loans at their estimated fair value, including current interest rates, the credit related adjustment for purchased credit deteriorated ("PCD") loans and non-purchased credit-deteriorated ("non-PCD") loans, and a gross up of PCD and non-PCD loans in accordance with FASB Accounting Standard Update 2025-08. | ||||||||||||||
B. Adjustment to the allowance for credit losses (“ACL”) on loans to reflect the following: | ||||||||||||||
| (dollars in thousands) | ||||||||||||||
| Reversal of historical USB’s ACL on loans | $ | 14,838 | ||||||||||||
| Increase in ACL on loans for gross-up of estimated lifetime of credit losses for purchased loans | (16,889) | |||||||||||||
| $ | (2,051) | |||||||||||||
C. Adjustment to reflect the estimate of fair value on premises and equipment. | ||||||||||||||
D. To record goodwill resulting from the difference between the purchase price and identifiable net assets as follows: | ||||||||||||||
| (dollars in thousands) | ||||||||||||||
| Purchase price allocation | ||||||||||||||
| Total deal consideration | $ | 184,672 | ||||||||||||
| USB Net Assets at Fair Value | ||||||||||||||
| Assets | ||||||||||||||
| Cash and cash equivalents | 120,955 | |||||||||||||
| Investment securities | 143,255 | |||||||||||||
| Loans receivable, net | 856,390 | |||||||||||||
| Premises and equipment, net | 13,781 | |||||||||||||
| Federal Home Loan Bank stock, at cost | 6,737 | |||||||||||||
| Bank owned life insurance | 21,253 | |||||||||||||
| Other intangible assets, net | 26,581 | |||||||||||||
| Prepaid expenses and other assets | 45,631 | |||||||||||||
| Total assets | 1,234,583 | |||||||||||||
| Liabilities | ||||||||||||||
| Deposits | 1,089,139 | |||||||||||||
| Borrowings | 6,296 | |||||||||||||
| Accrued expenses and other liabilities | 13,554 | |||||||||||||
| Total liabilities | 1,108,989 | |||||||||||||
| Net assets acquired | 125,594 | |||||||||||||
| Preliminary goodwill | 59,078 | |||||||||||||
| Less previous goodwill of USB | (4,488) | |||||||||||||
| Total proforma goodwill adjustment | $ | 54,590 | ||||||||||||
E. To record core deposit intangible assets of $26.6 million which will be amortized on an accelerated basis over the weighted average maturity of the estimated life of the core deposits. Core deposit intangible represents approximately 3.8% of total core deposits. | ||||||||||||||
F. Adjustment to recognize net deferred tax assets associated with the fair value adjustments. | ||||||||||||||
G. Adjustment to reflect the estimate of fair value on time deposits with an estimated life of approximately one year. | ||||||||||||||
H. Represents increase in accrued liabilities for estimated merger costs of $5.2 million, net of tax. | ||||||||||||||
I. Adjustments to shareholder’s equity: | ||||||||||||||
| (dollars in thousands) | ||||||||||||||
| To eliminate USB’s shareholders’ equity | $ | (139,683) | ||||||||||||
| To reflect issuance of CWB common stock in merger | 184,672 | |||||||||||||
| To reflect non-recurring CWB merger related costs, net of tax | (5,157) | |||||||||||||
| $ | 39,832 | |||||||||||||
Note 7 - Pro Forma Adjustments to Combined Condensed Statements of Income
The following pro forma adjustments have been reflected in the unaudited pro forma combined condensed statement of income for the year ended December 31, 2025. All adjustments are based on current assumptions and valuations, which are subject to change.
J. Adjustment reflects the yield adjustment for interest income on loans. The fair value adjustments for loans will be accreted through loan interest income over the estimated life of the portfolio on a level yield method, which is expected to be recognized over a weighted average life of 6.7 years. | ||||||||||||||
K. Adjustment reflects the yield adjustment for interest income on investments. The fair value adjustments for investments will be accreted through investment interest income over the estimated life of the portfolio. The weighted average remaining life of the investment portfolio was estimated at approximately five years. | ||||||||||||||
L. To record estimated premium amortization on the USB time deposits. | ||||||||||||||
M. To record estimated amortization expense of the USB core deposit intangible asset less merger costs included in the consolidated statements of income for CWB and USB for the year ended December 31, 2025. | ||||||||||||||
| (dollars in thousands) | ||||||||||||||
| Amortization of core deposit intangible | $ | 6,491 | ||||||||||||
| Less: Non-recurring CWB merger related expenses included in consolidated statements of income for the year ending December 31, 2025 | (798) | |||||||||||||
| Less: Non-recurring USB merger related expenses included in consolidated statements of income for the year ending December 31, 2025 | (674) | |||||||||||||
| $ | 5,019 | |||||||||||||
N. To record tax effects of the USB pro forma adjustments at an estimated tax rate of 29.56%. | ||||||||||||||
O. Adjustment to weighted-average shares of CWB common stock outstanding to eliminate weighted-average shares of USB common stock outstanding and to reflect the estimated number of shares of CWB common stock to be issued to holders of USB’s capital stock using an exchange ratio of 0.4520. | ||||||||||||||