Community West Bancshares Files 8-K

TL;DR

CWBC filed an 8-K on 12/17/25 for a material agreement. Keep an eye on this.

AI Summary

Community West Bancshares filed an 8-K on December 17, 2025, reporting an entry into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company, previously known as Central Valley Community Bancorp, is incorporated in California and trades on NASDAQ under the symbol CWBC.

Why It Matters

This 8-K filing indicates a significant event for Community West Bancshares, potentially involving a new agreement that could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Numbers

• 000-31977 — SEC File Number (Identifies the company's filing history with the SEC.)
• 77-0539125 — IRS Employer Identification Number (Unique identifier for tax purposes.)

Key Players & Entities

• Community West Bancshares (company) — Registrant
• Central Valley Community Bancorp (company) — Former company name
• CWBC (company) — Trading Symbol
• NASDAQ (company) — Exchange
• December 16, 2025 (date) — Date of earliest event reported
• December 17, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $24.06 — nd the Company's closing share price of $24.06 on December 16, 2025, the implied total
• $191.9 million — plied total deal value is approximately $191.9 million. Upon consummation of the Merger, the s
• $1.24 b — 0, 2025, the Target had total assets of $1.24 billion, total net loans of $942.1 millio
• $942.1 million — ts of $1.24 billion, total net loans of $942.1 million and total deposits of $1.08 billion. T
• $1.08 billion — of $942.1 million and total deposits of $1.08 billion. The Merger Agreement contains customa
• $7.7 m — rther provides for a termination fee of $7.7 million, payable by the Target to the Com

Filing Documents

• cvcy-20251216.htm (8-K) — 48KB
• exhibit21-definitiveagreem.htm (EX-2.1) — 768KB
• exhibit101-8xkannouncement.htm (EX-10.1) — 65KB
• exhibit102-8xkannouncement.htm (EX-10.2) — 139KB
• exhibit991-pressrelease8xk.htm (EX-99.1) — 24KB
• exhibit992.htm (EX-99.2) — 32KB
• cwblogo.jpg (GRAPHIC) — 6KB
• exhibit992001.jpg (GRAPHIC) — 69KB
• exhibit992002.jpg (GRAPHIC) — 341KB
• exhibit992003.jpg (GRAPHIC) — 311KB
• exhibit992004.jpg (GRAPHIC) — 146KB
• exhibit992005.jpg (GRAPHIC) — 166KB
• exhibit992006.jpg (GRAPHIC) — 170KB
• exhibit992007.jpg (GRAPHIC) — 187KB
• exhibit992008.jpg (GRAPHIC) — 139KB
• exhibit992009.jpg (GRAPHIC) — 96KB
• exhibit992010.jpg (GRAPHIC) — 93KB
• exhibit992011.jpg (GRAPHIC) — 120KB
• exhibit992012.jpg (GRAPHIC) — 86KB
• exhibit992013.jpg (GRAPHIC) — 169KB
• exhibit992014.jpg (GRAPHIC) — 155KB
• exhibit992015.jpg (GRAPHIC) — 180KB
• exhibit992016.jpg (GRAPHIC) — 144KB
• exhibit992017.jpg (GRAPHIC) — 159KB
• exhibit992018.jpg (GRAPHIC) — 132KB
• exhibit992019.jpg (GRAPHIC) — 144KB
• exhibit992020.jpg (GRAPHIC) — 135KB
• exhibit992021.jpg (GRAPHIC) — 48KB
• usblogo.jpg (GRAPHIC) — 68KB
• 0001628280-25-057501.txt ( ) — 5861KB
• cvcy-20251216.xsd (EX-101.SCH) — 2KB
• cvcy-20251216_lab.xml (EX-101.LAB) — 21KB
• cvcy-20251216_pre.xml (EX-101.PRE) — 12KB
• cvcy-20251216_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On December 16, 2025, Community West Bancshares, a California corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with United Security Bancshares, a California corporation (the "Target"), pursuant to which the Target will merge with and into the Company, with the Company as the surviving corporation (the "Merger"). Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, the Target's shareholders will have the right to receive 0.4520 (the "Exchange Ratio") shares of common stock of the Company for each share of common stock of the Target (the "Target Stock"). In addition, the Merger Agreement provides that Jagroop "Jay" Gill, a current member of the Target's board of directors, along with one additional individual recommended by the Target, will be added to the Company's board of directors upon consummation of the Merger. In addition, Dennis Woods, the Target's Chairman, President and Chief Executive Officer, will join Community West Bank, the Company's wholly owned banking subsidiary, as Chairman Emeritus for a period of two years to assist in the successful transition of the Target's customer relationships to the Company. Based upon the Exchange Ratio and the Company's closing share price of $24.06 on December 16, 2025, the implied total deal value is approximately $191.9 million. Upon consummation of the Merger, the shareholders of the Target will own approximately 29.4% of the combined company. United Security Bank, the Target's wholly owned banking subsidiary, will be merged with and into Community West Bank, immediately following the completion of the Merger (the "Bank Merger"). At the time of the Bank Merger, United Security Bank's branches will become branches of Community West Bank. As of September 30, 2025, the Target had total assets of $1.24 billion, total net loans of $942.1 million and total deposits of $1.08 bi

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On December 17, 2025, the Company and the Target issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached to this report as Exhibit 99.1, which is incorporated herein by reference. The Company has posted on its investor website at communitywestbank.com under the "About" and "Newsroom" link an investor presentation relating to the Merger. A copy of the investor presentation is attached to this report as Exhibit 99.2, 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 fo

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits 2.1 Agreement and Plan of Merger, by and between Community West Bancshares and United Security Bancshares, dated December 1 6 , 2025* 10.1 For m of Voting and Support Agreement, by and among Community West Bancshares and the directors and officers of United Security Bancshares identified therein, dated December 1 6 , 2025 10.2 Form of Voting and Support Agreement, by and among United Security Bancshares and the directors and officers of Community West Bancshares identified therein, dated December 1 6 , 2025 99.1 Press Release of Community West Bancshares and United Security Bancshares dated December 1 7 , 2025 99.2 Investor Presentation of Community West Bancshares dated December 1 7 , 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * The Company has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

SIGNATURES

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 17, 2025 COMMUNITY WEST BANCSHARES By: /s/ Shannon R. Livingston Shannon R. Livingston Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR