CWBC 8-K
Community West Bancshares (CWBC)
8-K
2025-12-18
For: 2025-12-16
View Original
Added on
April 09, 2026
| 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: December 16, 2025
(Date of earliest event reported)
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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
Item 7.01 Regulation FD Disclosure
On December 17, 2025, Community West Bancshares, a California corporation (the “Company”), and United Security Bancshares, a California corporation (the “Target”) issued a joint press release announcing that, pursuant to the previously announced Agreement and Plan of Merger (the “Merger Agreement”) entered into by the parties, Jagroop “Jay” Gill and Dora Westerlund, both current members of the Target’s board of directors, will be added to the Company’s board of directors upon consummation of the proposed merger (the “Merger”), subject in each case to compliance with the Company’s corporate governance requirements. In addition, Mr. Gill would serve as Vice Chairman of the Company’s board of directors. 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 exhibits 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 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.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements often include words such as “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would,” and “could,” as well as the negative of such words. Forward-looking statements are not historical facts but instead represent management's current expectations and forecasts regarding future events, many of which are inherently uncertain and outside of our control. Actual results may differ, possibly materially, from those currently expected or projected in these forward-looking statements. In addition to factors disclosed in reports filed by the Company and the Target with the SEC, risks and uncertainties for the Company, the Target and the combined company that may cause actual results or outcomes to differ materially from those anticipated include, but are not limited to: (1) the possibility that any of the anticipated benefits of the proposed Merger will not be realized or will not be realized within the expected time period; (2) the risk that integration of the Target’s operations with those of the Company will be materially delayed or will be more costly or difficult than expected; (3) the parties’ inability to meet expectations regarding the timing of the proposed Merger; (4) changes to tax legislation and their potential effects on the accounting for the Merger; (5) the inability to complete the proposed Merger due to the failure of the Target’s shareholders to adopt the Merger Agreement, or the failure of the Company’s shareholders to adopt the Merger Agreement or to approve the issuance of the Company’s common stock in connection with the Merger; (6) the failure to satisfy other conditions to completion of the proposed Merger, including receipt of required regulatory and other approvals; (7) the failure of the proposed Merger to close for any other reason; (8) diversion of management’s attention from ongoing business operations and opportunities due to the proposed Merger; (9) the challenges of integrating and retaining key employees; (10) the effect of the announcement of the proposed Merger on the Company’s, the Target’s or the combined company’s respective customer and employee relationships and operating results; (11) the possibility that the proposed Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (12) the dilution caused by the Company’s issuance of additional shares of the Company’s common stock in connection with the Merger; and (13) changes in the global economy and financial market conditions and the business, results of operations and financial condition of the Company, the Target and the combined company. Please refer to each of the Company’s and the Target’s Annual Reports on Form 10-K for the year ended December 31, 2024, as well as the Company’s and the Target’s other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.
Any forward-looking statement included in this report is based only on information currently available to management and speaks only as of the date on which it is made. Neither the Company nor the Target undertakes any obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Additional Information and Where to Find It
The Company will file a registration statement on Form S-4 with the SEC in connection with the proposed transaction. The registration statement will include a joint proxy statement of the Company and the Target that also constitutes a prospectus of the Company, which will be sent to the shareholders of the Company and the Target. Before making any voting decision, the shareholders of the Company and the Target are advised to read the joint proxy statement/prospectus when it becomes available because it will contain important information about the Company, the Target and the proposed transaction. When filed, this document and other documents relating to the Merger filed by the Company can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing the Company’s website at ir.communitywestbank.com under the tab “Financials” and on the Target’s website at investors.unitedsecuritybank.com under the tab “Financials” and “SEC Filings.” Alternatively, these documents, when available, can be obtained free of charge from the Company upon written request to Community West Bancshares, Attn: Investor Relations, 7100 N. Financial Dr., Suite 101, Fresno, CA 93720, or by calling (916) 235-4617 or from Target upon written request to United Security Bancshares, Attn: Investor Relations, 2126 Inyo St., Fresno, CA 93721, or by calling (559) 490-6261. The contents of the websites referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus.
Participants in the Solicitation
This report does not constitute a solicitation of a proxy, an offer to purchase or a solicitation of an offer to sell any securities. The Company, the Target, and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of the Company and the Target in connection with the proposed Merger under SEC rules. Information about the directors and executive officers of the Company and the Target will be included in the joint proxy statement/prospectus for the proposed transaction filed with the SEC. These documents (when available) may be obtained free of charge in the manner described above under “Additional Information and Where to Find It.”
Security holders may obtain information regarding the names, affiliations and interests of the Company’s directors and executive officers in the definitive proxy statement of the Company relating to its 2025 Annual Meeting of Shareholders filed with the SEC on April 4, 2025 and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 17, 2025. Security holders may obtain information regarding the names, affiliations and interests of the Target’s directors and executive officers in the definitive proxy statement of the Target relating to its 2025 Annual Meeting of Shareholders filed with the SEC on April 7, 2025 and in the Target’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 20, 2025.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: December 18, 2025 | COMMUNITY WEST BANCSHARES | |||||||
| By: | /s/ Shannon R. Livingston | |||||||
| Shannon R. Livingston | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
COMMUNITY WEST BANCSHARES AND UNITED SECURITY BANCSHARES ANNOUNCES PENDING ADDITIONS TO BOARD OF DIRECTORS
FRESNO, CALIFORNIA – December 17, 2025 – Community West Bancshares (NASDAQ: CWBC), Fresno, California, parent company of Community West Bank and United Security Bancshares (NASDAQ: UBFO), parent company of United Security Bank, Fresno, California, announced today that pursuant to their previously announced definitive merger agreement under which the companies will combine in an all-stock merger transaction, two current directors from United Security Bancshares, Jagroop “Jay” Gill and Dora Westerlund, will be added to Community West Bancshares’ board of directors upon consummation of the merger, subject in each case to compliance with Community West Bancshares’ corporate governance requirements. In connection with the transaction, Mr. Gill, the largest shareholder and Vice Chairman of United Security Bancshares, is expected to be appointed Vice Chairman of Community West Bancshares’ board of directors.
“We look forward to welcoming Jay and Dora to the board,” said Daniel J. Doyle, Chairman of the board of directors of Community West Bancshares and Community West Bank. “Jay and Dora will bring an abundance of leadership and experience to our boardroom, and their guidance will be invaluable as we continue to execute on our ambition to create a more robust and more visible banking franchise while serving communities throughout Central California,” Mr. Doyle continued.
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 Cash Management.
More information about Community West Bancshares and Community West Bank can be found at www.communitywestbank.com.
About United Security Bank and Bancshares
United Security Bancshares (NASDAQ: UBFO) is the holding company for United Security Bank, which was founded in 1987 and is headquartered in Fresno, California. United Security Bank provides a full range of commercial and personal banking services through a network of 13 full-service branch offices in Fresno, Bakersfield, Campbell, Caruthers, Coalinga, Firebaugh, Fowler, Mendota, Oakhurst, San Joaquin, and Taft. Additionally, United Security Bank operates Commercial Real Estate, Construction, Commercial Lending, and
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Consumer Lending departments. United Security Bank is dedicated to delivering exceptional service and fostering economic growth in the communities it serves. For more information, please visit www.unitedsecuritybank.com.
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CONTACTS:
| Investor Contact: | Media Contact: | ||||
| Shannon Livingston | Debbie Nalchajian-Cohen | ||||
| Community West Bancshares | 559-222-1322 or (559) 281-1312 (cell) | ||||
| (916) 235-4617 or (559) 289-8470 (cell) | |||||
| Dave Kinross | |||||
| United Security Bancshares | |||||
| (559) 490-6261 | |||||
ATTACHMENTS:
•Community West Bancshares and Bank logos
•United Security Bancshares and Bank logos
Additional Information about the Proposed Transaction and Where to Find It
Investors and security holders are urged to carefully review and consider each of Community West Bancshares’ and United Security Bancshares’ public filings with the Securities Exchange Commission (“SEC”), including but not limited to their respective Annual Reports on Form 10-K, their Proxy Statements, Current Reports on Form 8-K and Quarterly Reports on Form 10-Q.
Community West Bancshares documents filed with the SEC may be obtained free of charge at Community West Bank’s website at www.communitywestbank.com, at the SEC’s website at www.sec.gov, requesting them in writing to Community West Bancshares, 7100 N. Financial Drive, Suite 101, Fresno, California 93720; Attention: Investor Relations, or by telephone at (916) 235-4617. United Security Bancshares documents filed with the SEC may be obtained free of charge at United Security Bank’s website at www.unitedsecuritybank.com, at the SEC’s website at www.sec.gov, requesting them in writing to United Security Bancshares, 2126 Inyo Street, Fresno, California 93721; Attention: Investor Relations, or by telephone at (559)490-6261.
Community West Bancshares intends to file a registration statement on Form S-4 with the SEC which will include a joint proxy statement/prospectus which will be distributed to the shareholders of Community West Bancshares and United Security Bancshares in connection with their vote on the proposed merger. Before making any voting or investment decision, investors and security holders of Community West Bancshares and United Security
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Bancshares are urged to carefully read the entire joint proxy statement/prospectus when it becomes available, as well as any amendments or supplements thereto, because it will contain important information about the proposed merger. Investors and security holders will be able to obtain the joint proxy statement/prospectus free of charge from the SEC’s website or from Community West Bancshares and United Security Bancshares by writing to the addresses provided in the paragraph above.
The directors, executive officers and certain other members of management and employees at Community West Bancshares and United Security Bancshares may be deemed participants in the solicitation of proxies in favor of the merger from their respective shareholders. Information about the directors and executive officers of Community West Bancshares is included in the proxy statement for its 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 4, 2025 and in its Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 17, 2025. Information about the directors and executive officers of United Security Bancshares is included in the proxy statement for its 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 7, 2025 and its Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 20, 2025.
Forward-Looking Statements – This press release contains certain forward-looking information about Community West Bancshares, United Security Bancshares, and the combined company after the close of the merger 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, United Security Bancshares and the combined company. Community West Bancshares and United Security Bancshares caution 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 and United Security Bancshares with the SEC, risks and uncertainties for each institution and the combined institution include, but are not limited to the ability to complete the merger; government approval may not be obtained or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; approval by the shareholders of Community West Bancshares or United Security Bancshares may not be obtained; 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; and other risk factors described in documents filed by Community West Bancshares and United Security Bancshares with the SEC. All forward-looking statements included in this press release are based on information
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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 and United Security Bancshares are 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.