00011375472023FYTRUEOur Annual Report on Form 10-K for the year ended December 31, 2023 (Original Form 10‑K) was filed with versions of Exhibits 31.1, 31.2, 32.1, and 32.2 that referred to a Quarterly Report on Form 10-Q for the quarter ended December 31, 2023 instead of the Annual Report on Form 10-K for the year ended December 31, 2023. This Amendment No. 1 on Form 10-K/A (Amendment) to our Original Form 10-K, filed on March 26, 2024, is being filed for the purpose of correcting the references to a quarterly period on Form 10-Q instead of an annual period on Form 10-K in Exhibits 31.1, 31.2, 32.1, and 32.2.This Amendment does not amend or otherwise update any other information in the Original Form 10-K and does not reflect events or circumstances occurring after the date of the Original Form 10-K.iso4217:USDxbrli:shares00011375472023-01-012023-12-3100011375472023-06-3000011375472024-02-29

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023.

☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM              TO             .
Commission file number: 000-32987
UNITED SECURITY BANCSHARES
(Exact name of registrant as specified in its charter)
CALIFORNIA 91-2112732
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

2126 Inyo Street, Fresno, California 
 93721
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code    (559) 490-6261
Securities registered pursuant to Section 12(b) of the Act:  Common Stock, no par value    UBFO        Nasdaq
                             (Title of Class)     (Trading Symbol) (Exchange)
Securities registered pursuant to Section 12(g) of the Act:   NONE
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐  No  ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act.
Yes ☐ No  ý 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing for the past 90 days.
Yes ý  No ☐ 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ý
Small reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 
1

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No  ý 
Aggregate market value of the Common Stock held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter - June 30, 2023: $104,165,322
Shares outstanding as of February 29, 2024:  17,255,505
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K will be found in the Company’s definitive proxy statement for its 2024 Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and such information is incorporated herein by this reference.
2

EXPLANATORY NOTE

Our Annual Report on Form 10-K for the year ended December 31, 2023 (Original Form 10‑K) was filed with versions of Exhibits 31.1, 31.2, 32.1, and 32.2 that referred to a Quarterly Report on Form 10-Q for the quarter ended December 31, 2023 instead of the Annual Report on Form 10-K for the year ended December 31, 2023.

This Amendment No. 1 on Form 10-K/A (Amendment) to our Original Form 10-K, filed on March 26, 2024, is being filed for the purpose of correcting the references to a quarterly period on Form 10-Q instead of an annual period on Form 10-K in Exhibits 31.1, 31.2, 32.1, and 32.2.

This Amendment does not amend or otherwise update any other information in the Original Form 10-K and does not reflect events or circumstances occurring after the date of the Original Form 10-K.
3

UNITED SECURITY BANCSHARES
TABLE OF CONTENTS
 


4

Part IV

Item 15 - Exhibits and Financial Statement Schedules

(a)(1)           Financial Statements

The following Consolidated Financial Statements are set forth in “Item 8. Financial Statements and Supplementary Data” of this Report.

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets - December 31, 2023 and 2022

Consolidated Statements of Income - Years Ended December 31, 2023 and 2022

Consolidated Statements of Comprehensive Loss - Years Ended December 31, 2023 and 2022

Consolidated Statements of Changes in Shareholders’ Equity - Years Ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows - Years Ended December 31, 2023 and 2022

Notes to Consolidated Financial Statements

(a)(2)           Financial Statement Schedules

All financial statement schedules are omitted because they are not applicable or not required or because the information is included in the financial statements or notes thereto or is not material.

5

(a)(3)           Exhibits
 
Articles of Incorporation of Registrant (1)
  
Amended Articles of Incorporation *
Bylaws of Registrant (1)
  
Specimen common stock certificate of United Security Bancshares (1)
  
Amended and Restated Executive Salary Continuation Agreement for Dennis Woods (2)
  
Amended and Restated Employment Agreement for Dennis R. Woods (5)
  
Amended and Restated Executive Salary Continuation Agreement for David Eytcheson (2)
  
Amended and Restated Change in Control Agreement for David Eytcheson (5)
  
USB 2005 Stock Option Plan (3)
  
United Security Bancshares 2015 Equity Incentive Award Plan (4)
Executive Salary Continuation Agreement for Bhavneet Gill (5)
Executive Salary Continuation Agreement for William Yarbenet (5)
Employment Agreement for William Yarbenet (5)
Change in Control Agreement for Robert Oberg (6)
Executive Salary Continuation Agreement for Robert Oberg (6)
Information Technology Engagement Letter with Mahmood, LLC, Dated June 29, 2022 (8)
Employment Agreement for David Kinross (7)
11.1
Computation of earnings per share. See Note 17 to Consolidated Financial Statements set forth in “Item 8. Financial Statements and Supplementary Data” of this Report. *
 
6

Subsidiaries of the Company *
  
Consent of Moss Adams LLP, Independent Registered Public Accounting Firm *
  
Certification of the Chief Executive Officer of United Security Bancshares pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
  
Certification of the Chief Financial Officer of United Security Bancshares pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
  
Certification of the Chief Executive Officer of United Security Bancshares pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
  
Certification of the Chief Financial Officer of United Security Bancshares pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
Clawback Policy, dated November 28, 2023 *
101Interactive data files pursuant to Rule 405 of Regulation S‑T: (i) the Consolidated Balance Sheets as of December 31, 2022 and 2021, (ii) the Consolidated Statements of Income for the years ended December 31, 2022 and 2021, (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2022 and 2021, (iv) the Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 31, 2022 and 2021, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021, and (vi) the Notes to Consolidated Financial Statements. (Pursuant to Rule 406T of Regulation S‑T, this information is deemed furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.) *
 
(1) Previously filed on April 4, 2001 as an exhibit to the Company’s filing on Form S-4 (file number 333-58256).
(2) Previously filed on March 17, 2008 as an exhibit to the Company’s filing on Form 10-K for the year ended December 31, 2007 (file number 000-32897).
(3) Previously filed on April 18, 2005 as Exhibit B to the Company’s 2005 Schedule 14A Definitive Proxy (file number 000-32897).
(4) Previously filed on April 13, 2015 as Appendix A to the Company’s 2015 Schedule 14A Definitive Proxy (file number 000-32897).
(5) Previously filed on March 2, 2018 as an exhibit to the Company’s filing on Form 10-K for the year ended December 31, 2017 (file number 000-32897).
(6) Previously filed on March 1, 2019 as an exhibit to the Company’s filing on Form 10-K for the year ended December 31, 2018 (file number 000-32897).
(7) Previously filed on November 1, 2022 as an exhibit to the Company’s filing on Form 8-K (file number 000-32897).
(8) Previously filed on March 29, 2023 as an exhibit to the Company’s filing on Form 10-K for the year ended December 31, 2022 (file number 000-32897).
* Previously filed.

(b)           Exhibits filed:

See Exhibit Index under Item 15(a)(3) above for the list of exhibits required to be filed by Item 601 of Regulation S-K with this Report.

(c)           Financial statement schedules filed:
 
See Item 15(a)(2) above.

7



Signatures
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
 
United Security Bancshares
 
November 6, 2024/s/  Dennis R. Woods
 Dennis R. Woods
President and Chief Executive Officer
 
November 6, 2024/s/ David A. Kinross
 David A. Kinross
Senior Vice President and Chief Financial Officer
 



8

EXHIBIT 31.1
 
CERTIFICATION UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
 
I, Dennis R. Woods, certify that:

1. I have reviewed this report on Form 10-K of United Security Bancshares;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a) - 15(e) and 15d - 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:   

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;    

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;   

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and    

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):    

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and    

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: March 26, 2024
 
/S/ Dennis R. Woods
Dennis R. Woods
President and Chief Executive Officer
A signed original of this written statement required by Section 302 of the Sarbanes-Oxley Act of 2002 has been provided to United Security Bancshares and will be retained by United Security Bancshares and furnished to the SEC or its staff upon request.


EXHIBIT 31.2
 
CERTIFICATION UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
 
I, David Kinross, certify that:

1. I have reviewed this report on Form 10-K of United Security Bancshares;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a) - 15(e) and 15d - 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:   

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;    

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;   

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and    

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):    

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and    

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 26, 2024
 
/S/ David A. Kinross
David A. Kinross
Senior Vice President and Chief Financial Officer
A signed original of this written statement required by Section 302 of the Sarbanes-Oxley Act of 2002 has been provided to United Security Bancshares and will be retained by United Security Bancshares and furnished to the SEC or its staff upon request.


EXHIBIT 32.1

SECTION 906 CERTIFICATION
 
The certification set forth below is being submitted to the Securities and Exchange Commission solely for the purpose of complying with Section 1350 of Chapter 63 of Title 18 of the United States Code.

Date: March 26, 2024

Dennis R. Woods, the Chief Executive Officer of United Security Bancshares certifies:

1. that this annual report on Form 10-K for the year ended December 31, 2023 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. that information contained in this annual report on Form 10-K for the year ended December 31, 2023 fairly presents, in all material respects, the financial condition and results of operations of United Security Bancshares.
/s/ Dennis R. Woods
Dennis R. Woods
President and Chief Executive Officer


EXHIBIT 32.2

SECTION 906 CERTIFICATION
 
The certification set forth below is being submitted to the Securities and Exchange Commission solely for the purpose of complying with Section 1350 of Chapter 63 of Title 18 of the United States Code.

March 26, 2024

David Kinross, the Chief Financial Officer of United Security Bancshares certifies:

1. that this annual report on Form 10-K for the year ended December 31, 2023 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. that information contained in this annual report on Form 10-K for the year ended December 31, 2023 fairly presents, in all material respects, the financial condition and results of operations of United Security Bancshares.

/s/ David A. Kinross
David A. Kinross
Senior Vice President and Chief Financial Officer

v3.24.3
Cover Page - USD ($)
 12 Months Ended
Dec. 31, 2023
Feb. 29, 2024
Jun. 30, 2023
Cover [Abstract]      
Document Type 10-K/A    
Document Annual Report true    
Document Period End Date Dec. 31, 2023    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 000-32987    
Entity Registrant Name UNITED SECURITY BANCSHARES    
Entity Tax Identification Number 91-2112732    
Entity Address, Address Line One 2126 Inyo Street    
Entity Address, City or Town Fresno    
Entity Incorporation, State or Country Code CA    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 93721    
City Area Code 559    
Local Phone Number 490-6261    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company false    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 104,165,322
Entity Common Stock, Shares Outstanding   17,255,505  
Documents Incorporated by Reference
The information required by Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K will be found in the Company’s definitive proxy statement for its 2024 Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and such information is incorporated herein by this reference.
    
Entity Central Index Key 0001137547    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Amendment Flag true    
Amendment Description Our Annual Report on Form 10-K for the year ended December 31, 2023 (Original Form 10‑K) was filed with versions of Exhibits 31.1, 31.2, 32.1, and 32.2 that referred to a Quarterly Report on Form 10-Q for the quarter ended December 31, 2023 instead of the Annual Report on Form 10-K for the year ended December 31, 2023. This Amendment No. 1 on Form 10-K/A (Amendment) to our Original Form 10-K, filed on March 26, 2024, is being filed for the purpose of correcting the references to a quarterly period on Form 10-Q instead of an annual period on Form 10-K in Exhibits 31.1, 31.2, 32.1, and 32.2.This Amendment does not amend or otherwise update any other information in the Original Form 10-K and does not reflect events or circumstances occurring after the date of the Original Form 10-K.    
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