United Security Bancshares (UBFO) Proxy Filing summary

Executive summary

• Community West Bancshares and United Security Bancshares have agreed to merge, with CWB as the surviving entity; USB shareholders will receive 0.4520 shares of CWB common stock per USB share, with cash for fractional shares.

• The merger is valued at approximately $193.3 million based on recent CWB stock prices, and is expected to close in Q2 2026, pending regulatory and shareholder approvals.

• CWB shareholders will own about 70.6% and USB shareholders about 29.4% of the combined company post-merger.

• Special meetings for both companies' shareholders are scheduled for March 30, 2026, to vote on the merger and related proposals.

• The merger aims to enhance strategic growth, expand market reach, and provide operational efficiencies for both organizations.

Voting matters and shareholder proposals

• Shareholders of both companies are asked to approve the merger agreement and, if necessary, the adjournment of the special meeting to solicit additional proxies.

• Approval requires a majority of outstanding shares for the merger proposal; abstentions and broker non-votes generally count as votes against.

• Directors and executive officers of both companies have entered into voting and support agreements to vote their shares in favor of the merger.

Board of directors and corporate governance

• The combined board will include two USB directors, Jagroop “Jay” Gill and Dora Westerlund, joining the CWB board post-merger.

• The current officers and directors of CWB will continue in their roles, with additional representation from USB.