WOODS DENNIS R 4

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.