UNITED SECURITY BANCSHARES·4

Apr 3, 8:10 PM ET

WOODS DENNIS R 4

4 · UNITED SECURITY BANCSHARES · Filed Apr 3, 2026

Research Summary

AI-generated summary of this filing

Updated

United Security (UBFO) CEO Dennis Woods Sells Shares in Merger

What Happened

  • Dennis R. Woods, CEO and director of United Security Bancshares (UBFO), reported dispositions related to the company’s merger into Community West. The Form 4 shows two dispositions to the issuer: 230,202 shares at $10.51 each (proceeds $2,419,423) and 946,011 shares at $10.51 each (proceeds $9,942,576), totaling 1,176,213 shares and $12,361,999 (~$12.36M). Separately, 10,644 shares were disposed with $0 reported value to satisfy a payment of exercise price or tax liability.
  • These dispositions were made pursuant to the Merger Agreement: at the merger’s effective time (4/1/2026), each United Security share (other than excluded/dissenting shares) converted into the right to receive 0.4520 of a share of Community West. In short, the transfers are merger-related conversions/surrenders to the issuer rather than open-market sales.

Key Details

  • Transaction dates and prices:
    • 2026-04-01: Disposition to issuer (D) — 230,202 shares @ $10.51 = $2,419,423
    • 2026-04-01: Disposition to issuer (D) — 946,011 shares @ $10.51 = $9,942,576
    • 2026-03-24: Payment of exercise price/tax liability (F) — 10,644 shares @ $0 = $0
  • Total disposed in filing: 1,176,213 shares for $12,361,999; plus 10,644 shares used for tax/settlement.
  • Shares owned after transaction: not specified in the provided filing details.
  • Notable footnotes:
    • F1: Dispositions occurred pursuant to the Agreement and Plan of Merger (effective 4/1/2026); each share converted into the right to 0.4520 Community West shares and unvested restricted awards vested and were entitled to the Merger Consideration.
    • F2/F3: F2 notes shares held directly by Mr. Woods (for disclosure only); F3 notes shares held in trusts where he is trustee with voting power.
  • Timeliness: Form 4 filed 2026-04-03 reporting transactions on 3/24 and 4/1; this appears to be a standard merger-period filing (no late-filing flag provided).

Context

  • These were merger-related dispositions (conversion/surrender of United Security shares for merger consideration), not open-market sales; such filings often reflect deal mechanics rather than a CEO expressing buy/sell sentiment.
  • The 10,644-share entry coded F represents shares surrendered to satisfy tax or exercise liabilities and does not imply a market sale.
  • For retail investors: merger-driven dispositions are routine in M&A closings; purchases by insiders generally carry more direct interpretive weight than merger conversions or tax-withholding disposals.

Insider Transaction Report

Form 4
Period: 2026-03-24
WOODS DENNIS R
DirectorCEO
Transactions
  • Disposition to Issuer

    Common Stock

    [F1][F2]
    2026-04-01$10.51/sh230,202$2,419,4230 total
  • Tax Payment

    Common Stock

    [F3]
    2026-03-2410,644946,011 total(indirect: By Trust)
  • Disposition to Issuer

    Common Stock

    [F3]
    2026-04-01$10.51/sh946,011$9,942,5760 total(indirect: By Trust)
Footnotes (3)
  • [F1]Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 16, 2025 (the "Merger Agreement"), by and between Community West Bancshares ("Community West") and United Security Bancshares (the "Company"), providing for the Company to merge (the "Merger") with and into Community West with Community West being the surviving entity. The Merger became effective at 12:01 a.m. on April 1, 2026 (the "Effective Time"), at which time (i) each share of Company common stock, other than excluded shares and dissenting shares, was converted into the right to receive 0.4520 of a share of common stock of Community West (the "Merger Consideration"); each outstanding unvested Company restricted stock award automatically vested in full and became entitled to the Merger Consideration.
  • [F2]Represents shares held by Mr. Woods directly. For disclosure purposes only.
  • [F3]Shares held in various trusts where Mr. Woods serves as the trustee with voting power over shares.
Signature
/S/ DENNIS R WOODS|2026-04-01

Documents

1 file
  • 4
    wk-form4_1775261408.xmlPrimary

    FORM 4