8-K: Community West Bancshares Adds Directors Post-Merger

Community West Bancshares announced the addition of two United Security Bancshares directors to its board upon the consummation of their all-stock merger.

Summary

• Community West Bancshares (CWBC) and United Security Bancshares (UBFO) issued a joint press release on December 17, 2025, regarding their previously announced merger agreement.
• Jagroop Jay Gill and Dora Westerlund, current members of United Security Bancshares' board of directors, will be added to Community West Bancshares' board of directors upon the merger's consummation.
• Mr. Gill is also expected to serve as Vice-Chairman of Community West Bancshares' board of directors.
• The additions are subject to compliance with Community West Bancshares' corporate governance requirements.
• The merger is an all-stock transaction, meaning CWBC will issue shares of its common stock.

Sentiment

Score: 7

Explanation: The filing provides a positive update on the progression of a previously announced merger, detailing key governance changes. While the extensive list of forward-looking risks is standard for merger-related filings, the specific news of board appointments is a constructive step towards completion, indicating positive momentum.

Positives

• The announcement indicates progress towards the consummation of the merger between Community West Bancshares and United Security Bancshares.
• The addition of Jagroop Jay Gill and Dora Westerlund is expected to bring leadership and experience to Community West Bancshares' boardroom.
• The combined entity aims to create a more robust and visible banking franchise serving communities throughout Central California.

Risks

• Anticipated benefits of the proposed merger may not be realized or may not be realized within the expected time period.
• Integration of the Company's operations with those of CWBC may be materially delayed or be more costly or difficult than expected.
• The parties may be unable to meet expectations regarding the timing of the proposed merger.
• Changes to tax legislation could potentially affect the accounting for the merger.
• The proposed merger may not be completed due to the failure of either company's shareholders to adopt the Merger Agreement or approve the issuance of CWBC's common stock.
• Failure to satisfy other conditions to completion of the proposed merger, including receipt of required regulatory and other approvals.
• The proposed merger may fail to close for any other reason.
• Diversion of management's attention from ongoing business operations and opportunities due to the proposed merger.
• Challenges in integrating and retaining key employees.
• The announcement of the proposed merger could affect customer and employee relationships and operating results for CWBC, the Company, or the combined entity.
• The proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events.
• Dilution caused by CWBC's issuance of additional shares of CWBC's common stock in connection with the merger.
• Changes in the global economy and financial market conditions and the business, results of operations, and financial condition of CWBC, the Company, and the combined company.
• Government approval may not be obtained or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger.
• The successful integration of United Security Bancshares, or achieving expected beneficial synergies and/or operating efficiencies, might not be obtained within expected time-frames or at all.
• The possibility that personnel changes/retention will not proceed as planned.

Future Outlook

The companies anticipate the consummation of the proposed merger, which will lead to the integration of two directors from United Security Bancshares onto Community West Bancshares' board, with one serving as Vice-Chairman. This move is part of a broader strategy to create a more robust and visible banking franchise serving Central California communities.

Management Comments

• Daniel J. Doyle, Chairman of the board of directors of Community West Bancshares and Community West Bank, stated: "We look forward to welcoming Jay and Dora to the board. 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."

Industry Context

This announcement reflects ongoing consolidation within the regional banking sector, particularly in Central California. Mergers like this aim to enhance market presence, achieve economies of scale, and strengthen competitive positioning against larger national and regional banks. The focus on creating a 'more robust and visible banking franchise' aligns with a trend of regional banks seeking to expand their service offerings and geographic reach to better serve local businesses and communities.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders of United Security Bancshares: Will receive Community West Bancshares common stock as part of the all-stock merger, subject to shareholder approval.
• Shareholders of Community West Bancshares: Will experience dilution due to the issuance of additional shares for the merger, subject to shareholder approval.
• Employees of both companies: Potential challenges related to integrating and retaining key employees are noted as a risk.
• Customers of both companies: The effect of the merger announcement on customer relationships and operating results is noted as a risk.
• Management of both companies: Attention may be diverted from ongoing business operations due to the merger process.

Next Steps

• Consummation of the proposed merger between Community West Bancshares and United Security Bancshares.
• Jagroop Jay Gill and Dora Westerlund will be added to Community West Bancshares' board of directors upon merger consummation.
• Mr. Gill will serve as Vice-Chairman of Community West Bancshares' board of directors.
• Community West Bancshares will file a registration statement on Form S-4 with the SEC, including a joint proxy statement/prospectus.
• Shareholders of both companies will vote on the proposed merger and the issuance of CWBC common stock.

Key Dates

Keywords

Merger, Board of Directors, Corporate Governance, Banking, Financial Services, Central California, Community West Bancshares, United Security Bancshares, UBFO, CWBC