Community West Bancshares S-4/ARegistration of securities issued in business combination transactions (amended)

As filed with the Securities and Exchange Commission on December 22, 2023

Registration No. 333-275942

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

CENTRAL VALLEY COMMUNITY BANCORP

(Exact name of registrant as specified in its charter)

7100 N. Financial Dr., Suite 101, Fresno, California 93720

(559) 298-1775

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

JAMES J. KIM

President and Chief Executive Officer

7100 N. Financial Dr., Suite 101

Fresno, California 93720

(559) 298-1775

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of communications to:

Approximate date of commencement of proposed sale of securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed document.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller 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.

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 purchase to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in the accompanying joint proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securities described in the accompanying joint proxy statement/prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. The accompanying joint proxy statement/prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED DECEMBER 22, 2023

To Our Shareholders:

The boards of directors of Central Valley Community Bancorp (“Central Valley”) and Community West Bancshares (“Community West”) have approved an Agreement and Plan of Reorganization and Merger dated October 10, 2023 (the “merger agreement”) for the merger of Community West with and into Central Valley. Before we can complete the merger, we must obtain the approval of the shareholders of Central Valley and Community West. We are sending our respective shareholders this document to ask for approval of the principal terms of the merger agreement at the respective special shareholder meetings of Central Valley and Community West, which will each be held on February 8, 2024. The merger agreement, which is attached as Annex A to the accompanying joint proxy statement/prospectus, sets forth the terms of the merger.

Under the merger agreement, Community West will merge with and into Central Valley (the “first merger”), with Central Valley as the surviving entity. Promptly following the completion of the first merger Community West Bank, N.A. a national banking association chartered by the Office of the Comptroller of the Currency and a wholly owned subsidiary of Community West (“CWB”) will merge with and into Central Valley Community Bank, a California state-chartered bank and wholly owned subsidiary of Central Valley (“CVCB”), with CVCB as the surviving entity (the “bank merger”). Effective with these mergers Central Valley and CVCB will be rebranded and change their names to “Community West Bancshares” and “Community West Bank,” respectively.

Based on financial results as of September 30, 2023, the combined company will have approximately $3.6 billion in total assets, $2.1 billion in gross loans, $3.1 billion in deposits, and $332.9 million in shareholders’ equity. We believe that the shareholders of both Central Valley and Community West will benefit from the combination of two complementary banking institutions with similar core values and corporate cultures that will enhance the combined company’s ability to generate profitable growth and long-term shareholder value.

In the proposed merger, Community West will merge with and into Central Valley “in an all-stock” transaction valued at approximately $100.7 million, based on the closing price of Central Valley common stock of $14.12 on October 10, 2023, the day of, and immediately prior to the first public announcement of the terms of the merger, and approximately $158.7 million, based on the closing price of Central Valley common stock of $22.07 on December 20, 2023 (the most recent day for which information was available prior to the printing and mailing of the joint proxy statement/prospectus). Community West shareholders will receive fixed consideration consisting of a 0.7900 share of Central Valley common stock for each share of Community West common stock they own (the “per share exchange ratio”) with any fractional shares paid in cash without interest, subject to the terms and conditions set forth in the merger agreement, as further described in the accompanying joint proxy statement/prospectus. The merger agreement permits the parties to terminate the merger agreement prior to the closing of the merger under certain circumstances, as described in the accompanying joint proxy statement/prospectus.

The per share exchange ratio in the merger will not be adjusted to reflect Central Valley stock price changes between now and the closing. Based on the closing price of Central Valley common stock on October 10, 2023, the day of, and immediately prior to the first public announcement of the terms of the merger, the merger consideration will represent an implied value of $11.15 per share of Community West common stock. Using the closing price of Central Valley common stock on December 20, 2023 (the most recent date for which information was available prior to the printing and mailing of this joint proxy statement/prospectus), the merger consideration will represent a value of $17.44 per share of Community West common stock. Accordingly, the dollar value of the stock consideration that Community West shareholders may receive will change depending on fluctuations in the market price of Central Valley common stock and will not be known at the time you vote on the merger. We urge you to obtain current market quotations of Central Valley common stock (NASDAQ trading symbol “CVCY”) and Community West common stock (NASDAQ trading symbol “CWBC”).

Based on the 0.7900 per share exchange ratio and the number of shares of Community West common stock and shares of Community West restricted stock outstanding as of the date of the merger agreement, Central Valley expects that approximately 6,992,590 shares of its common stock will become issuable on the closing date (assuming no Community West stock options are exercised prior to the closing date of the merger). Giving effect to the merger, Community West shareholders would hold, in aggregate, approximately 37% of Central Valley’s outstanding shares of common stock following the merger.

We expect the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Accordingly, Community West shareholders generally will not recognize any income, gain or loss for U.S. federal income tax purposes on the exchange of shares of Community West common stock for Central Valley common stock in the merger, except with respect to any cash received by Community West shareholders in lieu of fractional shares of Central Valley common stock.

The merger is subject to the receipt of the required approvals by the shareholders of Community West and Central Valley and all regulatory approvals, and the satisfaction or waiver of all other conditions to closing as described in the accompanying joint proxy statement/prospectus.

The accompanying joint proxy statement/prospectus contains a more complete description of the special meetings and the terms of the merger agreement and the merger. We urge you to review that entire document carefully. In particular, you should read the “Risk Factors” section beginning on page 23 of the joint proxy statement/prospectus for a discussion of the risks you should consider in evaluating the proposed merger and how they will affect you. You may also obtain information about Central Valley and Community West from documents that they each have filed with the Securities and Exchange Commission.

The Central Valley special meeting will be held on February 8, 2024 at 3:00 PM local time at its principal offices, 7100 N. Financial Drive, Suite 101, Fresno, CA 93720.

The Community West special meeting will be held on February 8, 2024 at 6:00 PM local time at La Cumbre Country Club, 4015 Via Laguna, Santa Barbara, CA 93110.

Your vote is very important. Whether or not you plan to attend your meeting, please take the time to submit your proxy in accordance with the voting instructions contained in this document.

We enthusiastically support the merger and believe it to be in the best interests of the shareholders of both companies.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger, the issuance of the Central Valley common stock in connection with the merger or the other transactions described in this joint proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The securities to be issued in connection with the merger are not savings accounts, deposits or other obligations of bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This joint proxy statement/prospectus is dated [*], 2024 and is first being mailed to shareholders of Central Valley and Community West on or about [*], 2024.

ADDITIONAL INFORMATION

The accompanying joint proxy statement/prospectus incorporates important business and financial information about Central Valley and Community West from other documents that are not included in or delivered with this document. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the Securities and Exchange Commission (“SEC”) website at http://www.sec.gov or by requesting them in writing or by telephone, at the appropriate address below:

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five (5) business days before the date of the applicable special meeting. This means that holders of Central Valley common stock requesting documents must do so by February 1, 2024, in order to receive them before the Central Valley special meeting, and holders of Community West common stock requesting documents must do so by February 1, 2024, in order to receive them before the Community West special meeting.

See the section entitled “Where You Can Find More Information” beginning on page 134 of the accompanying joint proxy statement/prospectus for further information.

If you are a Community West shareholder, please do not send your stock certificates at this time. You will be sent separate instructions regarding the surrender of your stock certificates.

You should rely only on the information contained or incorporated by reference in this document. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated [*], 2023, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. Neither the mailing of this document to holders of Central Valley common stock or holders of Community West common stock, nor the issuance by Central Valley of shares of Central Valley common stock pursuant to the merger agreement, will create any implication to the contrary.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in, or incorporated by reference into, this document regarding Community West has been provided by Community West and information contained in, or incorporated by reference into, this document regarding Central Valley has been provided by Central Valley.

Central Valley Community Bancorp

7100 N. Financial Drive, Suite 101

Fresno, California 93720

Notice of Special Meeting of Shareholders

To Be Held February 8, 2024

To the Shareholders of Central Valley Community Bancorp:

Notice is hereby given that, pursuant to the terms of its bylaws and the call of its board of directors, a special meeting of shareholders of Central Valley Community Bancorp will be held at its principal offices located at 7100 N. Financial Drive, Suite 101, Fresno, California 93720 on February 8, 2024 at 3:00 PM, local time. At the special meeting, you will be asked to consider and vote upon the following matters:

1. Approval of Merger Agreement. To approve the principal terms of the Agreement and Plan of Reorganization and Merger, dated as of October 10, 2023, by and among Central Valley Community Bancorp and Community West Bancshares (the “merger agreement”) and the transactions contemplated by the merger agreement, including the merger of Community West Bancshares with and into Central Valley Community Bancorp (the “merger”), with Central Valley Community Bancorp surviving the merger, and the issuance of Central Valley Community Bancorp common stock to the Community West Bancshares shareholders in connection with the merger (the “Central Valley share issuance”), as described in the joint proxy statement/prospectus.

2. Grant of Discretionary Authority to Adjourn Meeting. To consider and vote upon a proposal to grant discretionary authority to adjourn the special meeting if necessary or appropriate in the judgment of our board of directors to solicit additional proxies or votes to approve the principal terms of the merger agreement and the transactions contemplated thereby, including the merger and the Central Valley share issuance.

No other business may be conducted at the special meeting.

The merger agreement, which is attached as Annex A to the accompanying joint proxy statement/prospectus, sets forth the terms of the merger. The transaction is also more fully described in the enclosed joint proxy statement/prospectus. You are urged to read these documents carefully and in their entirety. In particular, see “Risk Factors” beginning on page 23 of the accompanying joint proxy statement/prospectus.

Only shareholders of record at the close of business on December 18, 2023 will be entitled to notice of and to vote at the special meeting or at any postponement or adjournment thereof.

Central Valley Community Bancorp shareholders generally do not have dissenters rights with respect to any of the proposals voted upon at the special meeting. However, holders of Central Valley common stock subject to restrictions on transfer will be entitled to dissent and seek appraisal for their shares of common stock if certain criteria are satisfied.

The Central Valley Community Bancorp board of directors unanimously recommends that you vote in favor of approval of the principal terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger and the Central Valley share issuance, and the grant of discretionary authority to adjourn the special meeting, as described in the joint proxy statement/prospectus.

Whether or not you plan to attend the special meeting, please sign, date and return the enclosed proxy card in the postage prepaid envelope provided, or cast your vote by telephone or Internet by following the instructions on your proxy card, as soon as you can. The vote of every shareholder is important, and we appreciate your cooperation in returning your executed proxy promptly. If you do not vote, abstain from voting or do not instruct your broker how to vote any shares held by you in “street name,” the effect will be a vote AGAINST the merger.

Your proxy, or your telephone or Internet vote, is revocable and will not affect your right to vote in person if you attend the special meeting. If your shares are registered in your name and you attend the special meeting, you may simply revoke your previously submitted proxy by voting your shares at that time. If you receive more than one set of proxy materials because your shares are registered in different names or addresses, you will need to follow the instructions in each set of proxy materials that you receive to ensure that all your shares will be voted at the special meeting. If your shares are held by a broker or other nominee holder, and are not registered in your name, you will need additional documentation from your broker or other record holder to vote your shares in person at the special meeting. Please indicate on the proxy card whether or not you expect to attend the special meeting in person.

We appreciate your continuing support and look forward to seeing you at the special meeting.

By Order of the Board of Directors

Daniel J. Doyle

Chairman of the Board

[*], 2024

Fresno, California

Community West Bancshares

445 Pine Avenue

Goleta, California 93117

Notice of Special Meeting of Shareholders

To Be Held February 8, 2024

To the Shareholders of Community West Bancshares:

Notice is hereby given that, pursuant to the terms of its bylaws and the call of its board of directors, a special meeting of shareholders of Community West Bancshares will be held at La Cumbre Country Club, 4015 Via Laguna, Santa Barbara, CA 93110 on February 8, 2024 at 6:00 PM, local time. At the special meeting, you will be asked to consider and vote upon the following matters:

1. Approval of Merger Agreement. To approve the principal terms of the Agreement and Plan of Reorganization and Merger, dated as of October 10, 2023, by and among Central Valley Community Bancorp and Community West Bancshares (the “merger agreement”) and the transactions contemplated by the merger agreement, including the merger of Community West Bancshares with and into Central Valley Community Bancorp (the “merger”), with Central Valley Community Bancorp surviving the merger, and the cancellation of each outstanding share of Community West Bancshares common stock, other than any excluded shares, in exchange for the right to receive 0.7900 of a share of Central Valley Community Bancorp common stock, subject to the terms in the merger agreement, as described in the joint proxy statement/prospectus.

2. Advisory Proposal to Approve Merger-Related Compensation. To approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to the named executive officers of Community West Bancshares in connection with the transactions contemplated by the merger agreement (the “Community West compensation proposal”).

3. Grant of Discretionary Authority to Adjourn Meeting. To consider and vote upon a proposal to grant discretionary authority to adjourn the special meeting if necessary or appropriate in the judgment of our board of directors to solicit additional proxies or votes in favor of the approval of the principal terms of the merger agreement and the transactions contemplated thereby, including the merger.

No other business may be conducted at the special meeting.

The merger agreement, which is attached as Annex A to the accompanying joint proxy statement/prospectus, sets forth the terms of the merger. The transaction is also more fully described in the enclosed joint proxy statement/prospectus. You are urged to read these documents carefully and in their entirety. In particular, see “Risk Factors” beginning on page 23 of the accompanying joint proxy statement/prospectus.

Only shareholders of record at the close of business on December 18, 2023 will be entitled to notice of and to vote at the special meeting or at any postponement or adjournment thereof.

Community West Bancshares shareholders generally do not have dissenters’ rights with respect to any of the proposals voted upon at the special meeting. However, holders of Community West common stock subject to restrictions on transfer will be entitled to dissent and seek appraisal for their shares of common stock if certain criteria are satisfied.

The Community West Bancshares board of directors unanimously recommends that you vote in favor of approval of the principal terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger, the Community West compensation proposal and the grant of discretionary authority to adjourn the special meeting, as described in the joint proxy statement/prospectus.

Whether or not you plan to attend the special meeting, please sign, date and return the enclosed proxy card in the postage prepaid envelope provided, or cast your vote by telephone or Internet by following the instructions on your proxy card, as soon as you can. The vote of every shareholder is important, and we appreciate your cooperation in returning your executed proxy promptly. If you do not vote, abstain from voting or do not instruct your broker how to vote any shares held by you in “street name,” the effect will be a vote AGAINST the merger.

Your proxy, or your telephone or Internet vote, is revocable and will not affect your right to vote in person if you attend the special meeting. If your shares are registered in your name and you attend the special meeting, you may simply revoke your previously submitted proxy by voting your shares at that time. If you receive more than one set of proxy materials because your shares are registered in different names or addresses, you will need to follow the instructions in each set of proxy materials that you receive to ensure that all your shares will be voted at the special meeting. If your shares are held by a broker or other nominee holder, and are not registered in your name, you will need additional documentation from your broker or other record holder to vote your shares in person at the special meeting. Please indicate on the proxy card whether or not you expect to attend the special meeting in person.

We appreciate your continuing support and look forward to seeing you at the special meeting.

By Order of the Board of Directors

John D. Illgen

Corporate Secretary

[*], 2024

Goleta, California

JOINT PROXY STATEMENT/PROSPECTUS

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS

The following are brief answers to certain questions that you may have about the Central Valley Community Bancorp special meeting, the Community West Bancshares special meeting and the merger. We urge you to read carefully the remainder of this joint proxy statement/prospectus, including the risk factors beginning on page 23, because the information in this section does not provide all of the information that might be important to you with respect to the merger and the special meetings. Additional important information is contained in the documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 134.

Unless the context otherwise requires, throughout this joint proxy statement/prospectus, “Central Valley” refers to Central Valley Community Bancorp, “CVCB” refers to Central Valley Community Bank, “Community West” refers to Community West Bancshares, CWB refers to “Community West Bank, N.A.,” and “we,” “us” and “our” refers collectively to Central Valley, Community West, CVCB and CWB. Additionally, we refer to the proposed merger of Community West with and into Central Valley as the “merger,” the proposed merger of CWB with and into CVCB as the “bank merger,” the agreement and plan of reorganization and merger, dated as of October 10, 2023, by and among Central Valley and Community West as the “merger agreement,” the issuance of the Central Valley common stock to the Community West shareholders in connection with the merger as the “Central Valley share issuance,” the Central Valley special meeting of shareholders as the “Central Valley meeting” and the Community West special meeting of shareholders as the “Community West meeting.”

Questions and Answers about the Special Meetings

In addition, this document is also a prospectus that is being delivered to Community West shareholders because Central Valley is offering shares of its common stock to Community West shareholders in connection with the merger.

This joint proxy statement/prospectus contains important information about the merger and the proposals being voted on at the Central Valley meeting and Community West meeting. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares voted by proxy without attending your meeting. Your vote is very important to us. We encourage you to submit your proxy as soon as possible.

The Community West meeting will be held at La Cumbre Country Club, 4015 Via Laguna, Santa Barbara, CA 93110 on February 8, 2024 at 6:00 PM, local time.

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The Community West board of directors has fixed the close of business on December 18, 2023, as the record date for the purpose of determining Community West shareholders entitled to notice of and to vote at the Community West meeting.

Because this is a special meeting of Central Valley shareholders, Central Valley will not transact any other business at the Central Valley meeting.

Because this is a special meeting of Community West shareholders, Community West will not transact any other business at the Community West meeting.

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All of the directors and certain executive officers of Central Valley have entered into cooperation agreements with Community West, pursuant to which they have agreed to vote “FOR” the merger proposal. As of the record date, the directors and executive officers of Central Valley owned and were entitled to vote 1,927,110 shares of Central Valley common stock, representing approximately 16% of the shares of Central Valley stock outstanding on that date.

All of the directors and certain executive officers of Community West have entered into cooperation agreements with Central Valley, pursuant to which they have agreed to vote “FOR” the merger proposal. As of the record date, the directors and executive officers of Community West owned and were entitled to vote 1,625,596 shares of Community West common stock, representing approximately 18% of the shares of Community West common stock outstanding on that date.

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Adjournment proposal: The affirmative vote of a majority of the shares of Central Valley common stock represented (in person or by proxy) at the Central Valley meeting and voting on the proposal (which affirmative vote constitutes at least a majority of the required quorum).

Community West compensation proposal: The affirmative vote of a majority of the shares of Community West common stock represented (in person or by proxy) at the Community West meeting and voting on the proposal (which affirmative vote constitutes at least a majority of the required quorum).

Adjournment proposal: The affirmative vote of a majority of the shares of Community West common stock represented (in person or by proxy) at the Community West meeting and voting on the proposal (which affirmative vote constitutes at least a majority of the required quorum).

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If your shares are registered in the name of a bank or brokerage firm, you may be eligible to vote your shares by telephone or over the Internet. As such, shareholders who receive either a paper copy of their proxy statement or electronic delivery notification have the opportunity to vote by telephone or over the Internet. Your proxy card or voting instruction form will provide the instructions. If your proxy card or voting instruction form does not provide instructions for Internet and telephone voting, please complete and return the proxy card in the self-addressed, postage-paid envelope provided.

Attendance at your company’s meeting will not automatically revoke your proxy. A revocation letter or later-dated proxy first received by your company’s corporate secretary after the vote will not affect the vote.

Central Valley’s corporate secretary’s mailing address is: Central Valley Community Bancorp, 7100 N. Financial Drive, Suite 101, Fresno, California 93720, Attention: Corporate Secretary.

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Community West’s corporate secretary’s mailing address is: Community West Bancshares, 445 Pine Avenue, Goleta, California 93117, Attention: Corporate Secretary.

If you hold your shares of Central Valley common stock or Community West common stock in “street name” through a bank or broker or other nominee, you should contact your bank or broker or other nominee to change your vote or revoke your proxy.

Questions and Answers Specific to the Merger Agreement and the Merger

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See “The Merger—Central Valley’s Reasons for the Merger; Recommendation of the Merger by the Central Valley Board of Directors” beginning on page 55 for additional discussion on the reasons why the Central Valley board of directors approved, and unanimously recommended that Central Valley shareholders approve, the merger agreement and the transactions contemplated by the merger agreement, including the merger and the Central Valley share issuance.

See “The Merger—Community West’s Reasons for the Merger; Recommendation of the Merger by the Community West Board of Directors” beginning on page 53 for additional discussion on the reasons why the Community West board of directors approved, and recommended that Community West shareholders approve, the merger agreement and the transactions contemplated by the merger agreement, including the merger.

See “The Merger—Merger Consideration” beginning on page 44 for further discussion of the merger consideration.

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Tax matters are very complicated, and the tax consequences of the merger to a particular shareholder will depend in part on such shareholder’s circumstances. Accordingly, you should consult your tax advisor for a full understanding of the tax consequences of the merger to you, including the applicability and effect of federal, state, local and foreign income and other tax consequences.

For a more detailed discussion of the material U.S. federal income tax consequences of the transaction, see “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 114.

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No. The Central Valley bylaws provide that the number of directors of Central Valley shall be not less than nine nor more than 15. The bylaws provide that the exact number of directors shall be set, from time to time, within these limits by the Central Valley board of directors. The Central Valley board of directors has currently fixed the number of directors at 12. However, prior to the consummation of the merger, the Central Valley board of directors will fix the number of directors at 15 to accommodate the reconstituted board of the combined company. CVCB has substantially the same provisions in its bylaws.

If you do not vote by proxy or in person, it will be more difficult to obtain the necessary quorum to hold the Central Valley and/or Community West meeting. In addition, your failure to submit a proxy or vote in person, or failure to instruct your bank or broker or other nominee how to vote, or abstaining from voting will have the same effect as a vote “AGAINST” the merger proposal to be voted upon at the Central Valley meeting and the Community West meeting.

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If you hold your Community West shares in certificated form, and do not know where your stock certificates are located, you may want to find them now so you do not experience delays receiving your merger consideration. If you are unable to locate your original Community West stock certificate(s), you should contact Computershare, Community West’s transfer agent, at phone number 1-800-736-3001 or 1-866-595-6048 (US, CANADA, Puerto Rico).

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under the section “Caution Regarding Forward-Looking Statements,” you should carefully consider the following risks relating to the merger before deciding how to vote at the Central Valley meeting or the Community West meeting. You should also consider the risks relating to the business of Central Valley and the risks relating to the business of Community West because these risks will also affect the combined company. The risks relating to the business of Central Valley can be found in Central Valley’s Annual Report on Form 10-K for the year ended December 31, 2022, as amended or updated by any subsequent documents filed with the Securities and Exchange Commission, which are incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 134.

Because the market price of Central Valley and Community West common stock will fluctuate and the per share exchange ratio will not adjust for such changes, Community West shareholders cannot be sure of the market value of the Central Valley common stock that they will receive in the merger.

Upon completion of the merger, each outstanding share of Community West common stock will be converted into 0.7900 of a share of Central Valley common stock, with cash being paid in lieu of the issuance of fractional shares. The per share exchange ratio will not be adjusted for changes in the market price of Central Valley common stock or Community West common stock, whether such changes in market price result from an improvement or decline in the financial condition or operating results of either company, general market and economic conditions, regulatory considerations, the timing of the merger or other factors. Changes in the price of Central Valley common stock prior to the merger will therefore affect the value that Central Valley will pay through the issuance of Central Valley common stock, and that Community West common shareholders will receive in the merger. For example, based on the range of closing prices of Central Valley common stock during the period from October 10, 2023, the day of, and immediately prior to, public announcement of the merger, through December 20, 2023 (the most recent day for which information was available prior to the printing and mailing of this proxy statement/prospectus) the per share exchange ratio represented a value ranging from a high of $17.44 to a low of $11.15 for each share of Community West common stock. Neither of us is permitted to terminate the merger agreement or resolicit the vote of our respective shareholders solely because of changes in the market price of the common stock of Central Valley or Community West.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated, cannot be met or may have a material adverse effect on the combined company following the merger.

Before the merger may be completed, we must obtain various approvals or consents from bank regulatory authorities, including the Federal Reserve, the DFPI, and the FDIC. These approvals or consents require consideration by the bank regulatory authorities of various factors, including assessments of the managerial and financial resources and future prospects of the resulting institution and the competitive effect of the contemplated transactions. The Community Reinvestment Act of 1977, as amended, referred to as the CRA, also requires that the bank regulatory authorities, in deciding whether to approve the merger, assess the records of performance of Central Valley and Community West in meeting the credit needs of the communities they serve, including low and moderate income neighborhoods. A less than satisfactory CRA rating could delay or block the consummation of the merger.

CVCB received a composite rating of “outstanding” at its most recent CRA performance evaluation, and CWB received a composite rating of “outstanding” at its most recent CRA performance evaluation. Additionally, the combined company will gain efficiencies that will allow, among other factors, for more investment in alternative delivery channels such as mobile banking, ATMs, and call centers. Although Central Valley and Community West believe that the merger meets the requirements of the CRA, there is no assurance that bank regulatory

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authorities will approve the merger or will approve the merger without imposing conditions on the completion of the merger or requiring changes to the terms of the merger. Such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on or limiting the growth, revenues or other aspects of the business of the combined company following the merger. In addition, as part of the review process under the CRA, it is not unusual for the bank regulatory authorities to receive protests and other adverse comments from community groups and others. Any such protests or adverse comments could prolong the period during which the merger is subject to review by the bank regulatory authorities.

There can be no assurance as to whether the regulatory approvals or consents will be received, the timing of those approvals and consents, or whether any conditions will be imposed. The merger agreement contains a condition to the obligation of each of Central Valley and Community West to close the merger that the required regulatory approvals and consents generally do not require any action, condition or restriction that would be reasonably expected to materially reduce the economic benefits of the merger to Central Valley and Community West to such a degree that they would not have entered into the merger agreement had such conditions, restrictions or requirements been known as of the date of the merger agreement (a “burdensome condition”). See “The Merger—Regulatory Approvals Required for the Merger” beginning page 86 for more information. Accordingly, if we do not receive the required regulatory approvals and consents, or if such approvals and consents contain any such burdensome condition, the merger agreement may be terminated and the merger may not be completed.

Central Valley and Community West are expected to incur substantial costs related to the merger and integration, and these costs may be greater than anticipated due to unexpected events.

Central Valley and Community West have incurred and expect to incur a number of significant non-recurring costs associated with the merger. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, financial printing and other printing costs, and other related costs. Some of these costs are payable by either Central Valley or Community West regardless of whether or not the merger is completed.

In addition, the combined company will incur integration costs following the completion of the merger as Central Valley and Community West integrate their businesses, including facilities and systems consolidation costs and employment-related costs. Central Valley and Community West may also incur additional costs to maintain employee morale and to retain key employees. There is a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits. While Central Valley and Community West have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in the combined company taking charges against earnings following the completion of the merger, and the amount and timing of such charges are uncertain at present. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time.

The future results of the combined company following the completion of the merger may suffer if the combined company does not effectively manage its expanded operations.

Following the merger, the size of the business of the combined company will increase beyond the current size of businesses of either Central Valley or Community West. The combined company’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and

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complexity. The combined company may also face increased scrutiny from governmental entities as a result of the increased size of its business. There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, revenue enhancement or other benefits currently anticipated from the merger.

The combined company may be unable to retain Central Valley or Community West personnel successfully after the completion of the merge.

The success of the merger will depend in part on the combined company’s ability to retain the talent and dedication of key employees currently employed by Central Valley and Community West. It is possible that these employees may decide not to remain with Central Valley or Community West, as applicable, while the merger is pending or with the combined company after the completion of the merger. If Central Valley and Community West are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, Central Valley and Community West could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. Central Valley and Community West may not be able to locate or retain suitable replacements for any key employees who leave either company. In addition, following the completion of the merger, if key employees terminate their employment, the combined company’s business activities may be adversely affected.

We will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger may impair our ability to attract or motivate key personnel until the merger is completed and could cause customers, vendors and others that deal with us to seek to change existing business relationships with either of us. In addition, the merger agreement restricts each of us from taking specified actions until the merger occurs without the consent of the other. These restrictions may prevent each company from pursuing attractive business opportunities that may arise prior to the completion of the merger.

Central Valley shareholders and Community West shareholders generally will not have dissenters’ rights or appraisal rights in connection with the merger or other matters to be voted on at the Central Valley meeting or the Community West meeting unless they hold Central Valley or Community West shares subject to restrictions on transfer.

Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction.

Under Section 1300 of the CGCL, dissenters’ rights are not available to holders of shares listed on a national securities exchange on the record date for the special meeting at which the merger is to be approved. Accordingly, since the shares of Central Valley common stock and Community West common stock are listed on the NASDAQ, a national securities exchange, on the record date for the respective Central Valley meeting and the Community West meeting, no dissenters’ rights are available to the shareholders of Community West or Central Valley unless they hold Central Valley or Community West shares subject to restrictions on transfer. For further information, see “The Merger—Dissenters’ Rights for Holders of Community West Shares Subject to Transfer Restrictions” beginning on page 89 and “The Merger—Dissenters’ Rights for Holders of Central Valley Shares Subject to Transfer Restrictions” beginning on page 92. If appraisal rights are unavailable to Central Valley or Community West shareholders who oppose the merger and do not want to be a shareholder of the combined company, they may sell their share in the open market prior to or following the merger.

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Issuance of shares of Central Valley common stock in connection with the merger may adversely affect the market price of Central Valley common stock.

In connection with the payment of the merger consideration, Central Valley expects to issue approximately 6,992,590 shares of Central Valley common stock to Community West shareholders. The issuance of these new shares of Central Valley common stock may result in fluctuations in the market price of Central Valley common stock, including a stock price decrease.

The merger may distract management of Central Valley, CVCB and Community West and CWB from their other responsibilities.

The merger could cause the management of Central Valley, CVCB, Community West and CWB to focus their time and energies on matters related to the merger that otherwise would be directed to their respective businesses and operations. Any such distraction on the part of management, if significant, could affect the ability of Central Valley, CVCB, CWB and Community West to service existing business and develop new business and may adversely affect their businesses and earnings.

The combined company may fail to realize cost savings for the merger.

Although Central Valley, CVCB, Community West and CWB expect to realize cost savings from the merger when fully phased in, it is possible that these potential cost savings may not be realized fully or realized at all, or may take longer to realize than expected. For example, future business developments may require the combined company to continue to operate or maintain some facilities or support functions that are currently expected to be combined or reduced. Cost savings also depend on the combined company’s ability to combine the businesses of CVCB and CWB in a manner that permits those cost savings to be realized. If the combined company is not able to combine the two companies successfully, these anticipated cost savings may not be fully realized or realized at all, or may take longer to realize than expected. This in turn could reduce or otherwise adversely affect the profitability of the combined company and adversely affect its stock price.

The merger agreement may be terminated in accordance with its terms and the merger may not be completed.

The merger agreement is subject to a number of conditions which must be fulfilled in order to close. Those conditions include the receipt of Central Valley shareholder approval and Community West shareholder approval, the receipt of all required regulatory approvals or consents, the continued accuracy of representations and warranties by both parties and the performance by both parties of covenants and agreements, and the absence of a material adverse effect on Central Valley or Community West since the date of the merger agreement. See “The Merger Agreement—Conditions to Each Party’s Obligations” beginning on page 108 for a more complete discussion of the conditions to consummation of the merger. Either party may choose to terminate the merger agreement if the other party makes a change in recommendation or materially breaches its non-solicitation covenants under the merger agreement. See “The Merger Agreement—Termination” beginning on page 110 for a more complete discussion of the circumstances under which the merger agreement could be terminated. There can be no assurance that the conditions to closing the merger will be fulfilled or that the merger will be completed.

Failure to complete the merger could negatively affect the market price of Central Valley and Community West common stock and result in other adverse consequences.

If the merger is not completed for any reason, each of Central Valley, CVCB, CWB and Community West will be subject to a number of material risks, including the following:

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For further information on the closing conditions and the termination provisions of the merger agreement, see “The Merger Agreement—Termination” beginning on page 110 and “The Merger Agreement—Conditions to Each Party’s Obligations” beginning on page 108.

The merger agreement limits Central Valley’s and Community West’s respective abilities to pursue alternatives to the merger and may discourage other companies from trying to acquire Central Valley or Community West.

The merger agreement contains “no shop” covenants that restrict each of Central Valley’s and Community West’s ability to, directly or indirectly, among other things, initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to, or, subject to certain exceptions, engage or participate in any negotiations concerning, or provide any confidential or nonpublic information or data relating to, any alternative acquisition proposals, subject to certain exceptions. These provisions could result in a $4 million termination fee payable under certain circumstances, or may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of Central Valley or Community West from considering or making that acquisition proposal.

The unaudited pro forma combined condensed financial information included in this joint proxy statement/prospectus is preliminary and the actual financial condition or results of operations of the combined company after the merger may differ materially.

The unaudited pro forma combined condensed financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma combined condensed financial information reflects adjustments, which are based upon preliminary estimates, to record the identifiable Community West assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The pro forma allocation of purchase price reflected in the selected unaudited pro forma combined condensed financial information is preliminary, subject to adjustment and may vary from the actual purchase price allocation that will be recorded at the time the merger is completed. The final allocation of the purchase price will be based upon the value of Central Valley common stock issued in the merger, and the fair value of the assets and liabilities of Community West, as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this joint proxy statement/prospectus.

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Because the fair value of the assets held by each of Central Valley and Community West at the time of the merger may fluctuate as a result of changes in interest rates, an adverse change prior to the closing of the merger may reduce or eliminate the anticipated benefits of the merger for Central Valley or Community West shareholders.

Any change in the market interest rates applicable to Central Valley or Community West prior to completion of the merger could affect the value of the assets held by either or both of Central Valley and Community West. The magnitude of any such changes would not necessarily be equal between Central Valley and Community West, and consequently the relative value of the assets held by each company may be altered in a way that is material to either company or the anticipated benefits of the merger. Prior to the closing of the merger and at the time of the Central Valley meeting and the Community West meeting, Central Valley or Community West shareholders, as applicable, will not necessarily know or be able to calculate how market interest rates may change, if at all, and the impact any such change would have on the value of assets held by Central Valley or Community West, as applicable.

Upon the closing of the merger, the combined company will need to adjust the fair value of Community West’s investment and loan portfolios. The rising interest rate environment could have the effect of increasing the magnitude of the purchase accounting marks relating to such fair value adjustments, thereby increasing initial tangible book value dilution, extending the tangible book value earn-back period, and negatively impacting the combined company’s capital ratios, which may result in the combined company taking steps to strengthen its capital position.

Should market interest rates rise in the future, it would have a negative effect on estimates of the fair value of loans and other assets held by Central Valley and Community West, which could be material and, in certain cases, may result in realized losses or require write-downs that could have a material effect on either company’s earnings or financial condition. The fair value of an obligation with a fixed interest rate generally decreases when prevailing interest rates rise, and the fair value of an obligation with an adjustable interest rate can be adversely affected when interest rates increase due to a lag in the implementation of repricing terms as well as due to interest rate caps which may limit the amount of increase in such obligation’s interest rate. Interest rate changes may result from a variety of factors, including general market and economic conditions, actions of central banks or other governmental authorities, regulatory considerations and the effects of SARS-CoV-2 or COVID-19, or any variants, evolutions or mutations thereof, or any other viruses (including influenza), and the governmental and other responses thereto (including any pandemic measures). These factors are generally beyond the control of both companies. Neither Central Valley nor Community West is permitted to terminate the merger agreement or resolicit the vote of its shareholders solely because of changes in market interest rates.

Impairment of goodwill resulting from the merger may adversely affect our results of operations.

Goodwill and other intangible assets are expected to increase as a result of the merger. Based on Central Valley’s preliminary purchase price allocation as of September 30, 2023, goodwill of approximately $74.4 million and core deposits intangibles of $19.9 million are currently expected to be recorded by Central Valley as a result of the merger. The actual amount of goodwill and core deposits intangibles recorded may be materially different and will depend on a number of factors, including changes in the net assets acquired and changes in the fair values of the net assets acquired. See “Unaudited Pro Forma Combined Condensed Financial Statements” beginning on page 118. Potential impairment of goodwill and amortization of other intangible assets could adversely affect our financial condition and results of operations. Central Valley assesses its goodwill, other intangible assets and long-lived assets for impairment annually and more frequently when required by generally accepted accounting principles. Central Valley is required to record an impairment charge if circumstances indicate that the asset carrying values exceed their fair values. Central Valley’s assessment of goodwill, other intangible assets, or long-lived assets could indicate that an impairment of the carrying value of such assets may have occurred or may occur in a future accounting period, that could result in a material, non-cash write-down of such assets, which could have a material adverse effect on our results of operations and future earnings.

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The market price of Central Valley common stock after the merger may be affected by factors different from those affecting the shares of Community West or Central Valley currently.

Upon completion of the merger, holders of Community West common stock will become holders of Central Valley common stock. Central Valley’s business differs in certain respects from that of Community West and, accordingly, the results of operations of the combined company and the market price of Central Valley common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of Central Valley and Community West. See “Where You Can Find More Information” beginning on page 134 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus and the business of Central Valley and Community West.

Sales of substantial amounts of Central Valley common stock in the open market by former Community West shareholders could depress Central Valley’s stock price.

Shares of Central Valley common stock that are issued to Community West shareholders in the merger (other than Community West shareholders who are affiliates of Central Valley after the merger) will be freely tradable without restrictions or further registration under the Securities Act of 1933, as amended (“Securities Act”). As of the close of business on December 20, 2023 (the most recent day for which information was available prior to the printing and mailing of this joint proxy statement/prospectus), Central Valley had approximately 11,818,039 shares of common stock outstanding. Based on the number of Community West common shares outstanding as of the date of the merger agreement, Central Valley currently expects to issue approximately 6,992,590 million shares of its common stock in connection with the merger. Community West’s former shareholders may sell substantial amounts of Central Valley common stock in the public market following completion of the merger. Any such sales may cause the market price of Central Valley common stock to decline. These sales might also make it more difficult for Central Valley to sell equity or equity-related securities at a time and price that it otherwise would deem appropriate.

The shares of Central Valley common stock to be received by holders of Community West common stock will have different rights from the shares of Community West common stock.

Upon completion of the merger, Community West shareholders will become Central Valley shareholders and their rights as shareholders will be governed by the articles of incorporation and bylaws of Central Valley. The rights associated with Community West common stock are different from the rights associated with Central Valley common stock. See “Comparison of Shareholders’ Rights” beginning on page 130 for more information.

Holders of Central Valley and Community West common stock will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

Holders of Central Valley common stock and Community West common stock currently have the right to vote in the election of the board of directors and on other matters affecting Central Valley and Community West, respectively. Upon the completion of the merger, each Community West shareholder who receives shares of Central Valley common stock will become a shareholder of Central Valley with a percentage ownership of Central Valley that is smaller than the shareholder’s percentage ownership of Community West. In the aggregate, Central Valley’s current shareholders and Community West’s current shareholders are expected to own approximately 63% and 37%, respectively, of the outstanding shares of Central Valley common stock when the merger is completed. As a result, Community West common shareholders may have less influence on the management and policies of the combined company than they now have on the management and policies of Community West and current Central Valley shareholders may have less influence on the combined company than they now have on the management and policies of Central Valley.

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Community West directors and executive officers have interests in the merger that are different from, or are in addition to, the interests of the shareholders Community West.

Central Valley shareholders and Community West shareholders should be aware that some of Community West’s directors and certain executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of Central Valley shareholders and Community West shareholders. These interests and arrangements may create potential conflicts of interest. The Central Valley board of directors and the Community West board of directors were aware of these respective interests and considered these interests, among other matters, when making their decisions to approve the merger agreement, and in recommending that Central Valley shareholders vote to approve the merger and Central Valley share issuance proposal and the Central Valley adjournment proposal and that Community West shareholders vote to approve the merger proposal, the Community West compensation proposal, and the Community West adjournment proposal.

Litigation may be filed against the board of directors of Central Valley or Community West that could prevent or delay the completion of the merger or result in the payment of damages following completion of the merger.

In connection with the merger, it is possible that Central Valley shareholders or Community West shareholders may file putative class action lawsuits against the board of directors of Central Valley or Community West. Among other remedies, these shareholders could seek to enjoin the merger. The outcome of any such litigation is uncertain. If a dismissal is not granted or a settlement is not reached, such potential lawsuits could prevent or delay completion of the merger and result in substantial costs to Central Valley and Community West, including any costs associated with indemnification obligations of Central Valley or Community West. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is consummated may adversely affect the combined company’s business, financial condition, results of operations, cash flows and market price.

The fairness opinion received by the Central Valley board of directors from Janney and the fairness opinion received by the Community West board of directors from Piper Sandler have not been, and are not expected to be, updated to reflect any changes in circumstances that may have occurred since the date of the opinions.

The fairness opinions of Janney and Piper Sandler were delivered to the parties’ respective board of directors on October 10, 2023. Changes in the operations and prospects of Central Valley or Community West, general market and economic conditions and other factors which may be beyond the control of Central Valley and Community West may have altered the value of Central Valley or Community West or the sale prices of shares of Central Valley common stock and Community West common stock as of the date of this joint proxy statement/prospectus, or may alter such values and sale prices by the time the merger is completed. The opinions from Janney and Piper Sandler, each dated October 10, 2023, do not speak as of any date other than the dates of those opinions. For a description of the opinions that Central Valley and Community West received from their respective financial advisors, see “The Merger—Opinions of Community West’s and Central Valley’s Respective Financial Advisors” beginning on page 58. For a description of the other factors considered by the Central Valley board of directors in determining to approve the merger, see “The Merger—Central Valley’s Reasons for the Merger; Recommendation of the Merger by the Central Valley Board of Directors” beginning on page 55. For a description of the other factors considered by the Community West board of directors in determining to approve the merger, see “The Merger—Community West’s Reasons for the Merger; Recommendation of the Merger by the Community West Board of Directors” beginning on page 53.

Risks Relating to Central Valley’s Business

You should read and consider risk factors specific to Central Valley’s business that will also affect the combined company after the merger. These risks are described in the “Risk Factors” section of Central Valley’s Annual Report on Form 10-K for the year ended December 31, 2022, and in any updates to those risk factors set forth in Central Valley’s Quarterly Reports on Form 10-Q and in other documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on

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page 134 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

Risks Relating to Community West’s Business

You should read and consider risk factors specific to Community West’s business that will also affect the combined company after the mergers. These risks are described in the “Risk Factors” section of Community West’s Annual Report on Form 10-K for the year ended December 31, 2022, and in any updates to those risk factors set forth in Community West’s Quarterly Reports on Form 10-Q and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 134 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference into this joint proxy statement/prospectus are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. Any statement that does not describe historical or current facts is a forward-looking statement. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “project,” “intend,” “target,” “goal,” “estimate,” “continue,” “plan,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “can,” “could,” “may,” or “might” or by variations of such words or by similar expressions. Forward-looking statements are based on current expectations, estimates and projections about Community West’s and Central Valley’s businesses, beliefs of Community West’s and Central Valley’s managements and assumptions made by Community West’s and Central Valley’s managements. These statements are not guarantees of future performance and are subject to numerous risks, uncertainties and assumptions (“future factors”) which are difficult to predict, change over time, and are often beyond the control of Central Valley and Community West. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

While there is no assurance that any list of future factors is complete, in addition to the factors relating to the merger discussed under the section entitled “Risk Factors” and the risk factors previously discussed in Central Valley’s and Community West’s reports filed with the SEC, which could cause actual results to differ materially from those contained or implied in the forward-looking statements, below are certain future factors, among others:

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You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus or the dates of the documents incorporated by reference in this joint proxy statement/prospectus. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. Except as required by applicable law, neither Central Valley nor Community West undertakes to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, see the reports that Central Valley and Community West have filed with the SEC as described under the section entitled “Where You Can Find More Information” beginning on page 134.

Central Valley and Community West expressly qualify in their entirety all forward-looking statements attributable to either of them or any person acting on their behalf by the cautionary statements contained in, referred to, or incorporated in this joint proxy statement/prospectus.

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CENTRAL VALLEY SPECIAL MEETING

Date, Time and Place of the Central Valley Special Meeting

This joint proxy statement/prospectus is being furnished to you in connection with the solicitation of proxies by the Central Valley board of directors in connection with the special meeting of Central Valley shareholders. The Central Valley meeting is scheduled to be held as follows:

February 8, 2024

3:00 PM Local Time

Central Valley Community Bancorp

7100 N. Financial Drive, Suite 101

Fresno, California 93720

Purpose of the Central Valley Special Meeting

Central Valley shareholders of record as of December 18, 2023 will be asked to consider and vote upon the following proposals at the Central Valley meeting, including any postponement or adjournment thereof:

Proposal No. 1—Central Valley Merger Proposal

Central Valley is asking its shareholders to approve the principal terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger and the issuance of the Central Valley common stock to Community West shareholders in connection with the merger. Holders of Central Valley common stock should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.

After careful consideration, the Central Valley board of directors approved the merger and the merger agreement and the transactions contemplated thereby and the Central Valley share issuance, and determined the merger and share issuance to be advisable and in the best interests of Central Valley and its shareholders. See “The Merger—Central Valley’s Reasons for the Merger; Recommendation of the Merger by the Central Valley Board of Directors” beginning on page 55 for a more detailed discussion of the recommendation of the Central Valley board of directors.

The Central Valley board of directors unanimously recommends that Central Valley shareholders vote “FOR” the merger proposal.

Proposal No. 2— Central Valley Adjournment Proposal

The Central Valley meeting may be adjourned to another time or place if necessary or appropriate in the judgment of the Central Valley board of directors to permit, among other things, further solicitation of proxies if necessary to obtain additional votes in favor of the Central Valley merger proposal.

If the number of shares of Central Valley common stock present or represented and voting in favor of the Central Valley merger proposal is insufficient to approve such proposal, Central Valley currently intends to move to adjourn the Central Valley meeting in order to solicit additional proxies for the approval of the Central Valley merger proposal.

In the Central Valley adjournment proposal, Central Valley is asking its shareholders to authorize the holder of any proxy solicited by the Central Valley board of directors on a discretionary basis to vote in favor of adjourning the Central Valley meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Central Valley shareholders who have previously voted.

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The Central Valley board of directors unanimously recommends that Central Valley shareholders vote “FOR” the Central Valley adjournment proposal.

Record Date for the Special Meeting

The Central Valley board of directors has fixed the close of business on December 18, 2023, as the record date for determination of Central Valley shareholders entitled to notice of and to vote at the Central Valley meeting. On the record date, 11,818,039 shares of Central Valley common stock were outstanding and there were 889 holders of record.

Quorum; Votes Required

A majority of the shares of Central Valley common stock outstanding on the record date must be present, either in person or by proxy, to constitute a quorum at the Central Valley meeting. If a quorum is present, in order to be approved, the proposals require the following votes:

At the Central Valley meeting, each share of Central Valley common stock will be entitled to one vote on all matters properly submitted to Central Valley shareholders.

All of the directors and certain executive officers of Central Valley have entered into cooperation agreements with Community West, pursuant to which they have agreed to vote “FOR” the merger proposal. As of the record date, the Central Valley directors and executive officers beneficially owned and were entitled to vote 1,927,110 shares of Central Valley common stock, representing approximately 16% of the shares of Central Valley common stock outstanding on that date.

Attending the Special Meeting

If you are a holder of record of Central Valley common stock as of the record date and plan to attend the Central Valley meeting, please indicate this when you vote. A photo identification will not be required for admission to the Central Valley meeting, but will be required if you want to vote your Central Valley common stock in person. If you want to vote your Central Valley common stock held through a bank, broker or other nominee in person, you must obtain a written proxy in your name from the bank, broker or other nominee that holds your shares.

Voting of Proxies

All shares of Central Valley common stock represented by properly executed proxies (including those given through voting by telephone or Internet) received before or at the Central Valley meeting will, unless properly revoked, be voted in accordance with the instructions indicated on those proxies. If no instructions are indicated on a properly executed proxy, the shares represented thereby will be voted:

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If you return a properly executed proxy card or voting instruction card and have indicated that you have abstained from voting, your Central Valley common stock represented by the proxy will be considered present at the Central Valley meeting or any adjournment or postponement thereof solely for purposes of determining a quorum.

If your shares are held in an account at a broker or bank or other nominee, you must instruct the broker or bank or other nominee on how to vote your shares by following the instructions provided to you by your broker or bank or other nominee. If you do not provide voting instructions to your broker or bank or other nominee, your shares will not be voted on any proposal on which your broker or bank or other nominee does not have discretionary authority to vote. Under applicable rules, your broker or bank or other nominee does not have discretionary authority to vote on the merger proposal or the adjournment proposal. Consequently, failure to provide instructions to your bank, broker or other nominee on how to vote will result in your shares not being counted as present for purposes of establishing a quorum at the meeting and not being voted on the proposals.

Because approval of the principal terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger and Central Valley share issuance, requires the affirmative vote of a majority of the shares of Central Valley common stock outstanding as of the record date, abstentions, failures to vote and failure to provide instructions to your bank, broker or other nominee on how to vote will have the same effect as votes “AGAINST” the merger proposal, including the merger and the Central Valley share issuance.

For the adjournment proposal, abstentions, failure to vote will have no effect on such proposal, unless there are insufficient votes in favor of this proposal, such that the affirmative votes constitute less than a majority of the required quorum. In such cases, abstentions will have the same effect as a vote “AGAINST” this proposal.

Accordingly, we urge you to mark each applicable box on the proxy card or voting instruction card to indicate how to vote your shares.

Your broker, bank or other nominee may not vote your shares on the adjournment proposal, which broker non-votes will have no effect on the vote count for such proposal, unless there are insufficient votes in favor of this proposal, such that the affirmative votes in favor of the proposal constitute less than a majority of the required quorum. In such case, the broker non-votes will have the same effect as a vote “AGAINST” the proposal.

Because this is a special meeting, no matter or proposal other than the proposals described in this joint proxy statement/prospectus may be brought before the Central Valley meeting or any postponement or adjournment thereof.

If you are a Central Valley shareholder of record, you may revoke your proxy at any time before it is voted by:

If you hold your shares of Central Valley common stock through an account at a broker or bank, you should contact your broker or bank to change your vote.

Attendance at the Central Valley meeting will not in and of itself constitute revocation of a proxy. If the Central Valley meeting is postponed or adjourned, it will not affect the ability of shareholders of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the same methods described above.

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Voting by Telephone or Internet

Central Valley shareholders of record will have the option to submit their proxy cards by telephone or Internet. Please note that there are separate arrangements for voting your shares depending on whether your shares are registered in Central Valley’s stock records in your name or in the name of a broker, bank or other holder of record. If you hold your shares through a broker, bank or other holder of record, you should check your proxy card or voting instruction card forwarded to you by your broker, bank or other holder of record to see which options are available.

Central Valley shareholders of record may submit their proxies:

Solicitation of Proxies

The Central Valley board of directors is soliciting proxies for the Central Valley meeting. Central Valley will pay for the cost of solicitation of proxies. In addition to solicitation by mail, Central Valley’s directors, officers and employees may also solicit proxies from shareholders by telephone, facsimile, or in person. Central Valley will not pay any additional compensation to these directors, officers or employees for these activities but may reimburse them for reasonable out-of-pocket expenses.

If Central Valley management deems it advisable, the services of individuals or companies that are not regularly employed by Central Valley may be used in connection with the solicitation of proxies. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to send the proxy materials to beneficial owners. Central Valley will, upon request, reimburse those brokerage houses and custodians for their reasonable expenses in so doing.

While Central Valley has not engaged a firm to solicit proxies, it reserves the right to do so.

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COMMUNITY WEST SPECIAL MEETING

Date, Time and Place of the Community West Bancshares Special Meeting

This joint proxy statement/prospectus is being furnished to you in connection with the solicitation of proxies by the Community West board of directors in connection with the special meeting of Community West shareholders. The Community West meeting is scheduled to be held as follows:

February 8, 2024

6:00 PM Local Time

La Cumbre County Club

4015 Via Laguna

Santa Barbara, CA 93110

Purpose of the Community West Bancshares Special Meeting

Community West shareholders of record as of December 18, 2023 will be asked to consider and vote upon the following proposals at the Community West meeting, including any postponement or adjournment thereof:

Proposal No. 1—Community West Merger Proposal

Community West is asking its shareholders to approve the principal terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger and the cancellation of each outstanding share of Community West common stock, other than excluded shares, in exchange for the right to receive 0.7900 of a share of Central Valley common stock subject to the terms in the merger agreement. Holders of Community West common stock should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.

After careful consideration, the Community West board of directors approved the merger and the merger agreement and the transactions contemplated thereby, and determined the merger to be advisable and in the best interests of Community West and its shareholders. See “The Merger—Community West’s Reasons for the Merger; Recommendation of the Merger by the Community West Board of Directors” beginning on page 53 for a more detailed discussion of the recommendation of the Community West board of directors.

The Community West board of directors unanimously recommends that Community West shareholders vote “FOR” the merger proposal.

Proposal No. 2—Community West Compensation Proposal

Community West is asking its shareholders to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to Community West’s named executive officers in connection with the transactions contemplated by the merger agreement (the “Community West compensation proposal”). Approval of the Community West compensation proposal is not a condition to the merger.

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Community West is seeking a non-binding, advisory shareholder approval of the compensation of Community West’s named executive officers that is based on or otherwise relates to the merger as disclosed in the section entitled “The Merger—Interests of Community West Directors and Executive Officers in the Merger” beginning on page 79. The proposal gives Community West shareholders the opportunity to vote, on a non-binding, advisory basis, on the merger-related compensation that may be paid or become payable to Community West’s named executive officers.

The Community West board of directors encourages you to review carefully the named executive officers’ merger-related compensation information disclosed in this joint proxy statement/prospectus, and, accordingly, is

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asking Community West shareholders to vote “FOR” the adoption of the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that will or may be paid or become payable to the Community West’s named executive officers, in connection with the merger, and the agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “The Merger—Interests of Community West Directors and Executive Officers in the Merger.” is hereby APPROVED.”

The vote on the Community West compensation proposal is a vote separate and apart from the votes on the Community West merger proposal and the Community West adjournment proposal. Accordingly, if you are a Community West shareholder, you may vote to approve the Community West merger proposal and/or the Community West adjournment proposal and vote not to approve the Community West compensation proposal, and vice versa. The approval of the Community West proposal by Community West shareholders is not a condition to the completion of the merger. Because the vote on the Community West compensation proposal is advisory only, it will not affect the obligation of Community West or Central Valley to pay or provide the compensation contemplated by the compensation agreements and arrangements. Further, the arrangements are contractual in nature and not, by their terms, subject to Community West shareholder approval. Accordingly, if the merger is completed, the merger-related compensation will be paid to Community West’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if Community West shareholders fail to approve the advisory vote regarding merger-related compensation.

The Community West board of directors unanimously recommends that Community West shareholders vote “FOR” the Community West compensation proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to Community West’s named executive officers in connection with the transactions contemplated by the merger.

Proposal No. 3—Community West Adjournment Proposal

The Community West meeting may be adjourned to another time or place if necessary or appropriate in the judgment of the Community West board of directors to permit, among other things, further solicitation of proxies if necessary to obtain additional votes in favor of the Community West merger proposal.

If the number of shares of Community West common stock present or represented and voting in favor of the Community West merger proposal at the Community West meeting is insufficient to approve such proposal, Community West currently intends to move to adjourn the Community West meeting in order to solicit additional proxies for the approval of the Community West merger proposal.

In the Community West adjournment proposal, Community West is asking its shareholders to authorize the holder of any proxy solicited by the Community West board of directors on a discretionary basis to vote in favor of adjourning the Community West meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Community West shareholders who have previously voted.

The Community West board of directors unanimously recommends that Community West shareholders vote “FOR” the Community West adjournment proposal.

Record Date for the Special Meeting

The Community West board of directors has fixed the close of business on December 18, 2023, as the record date for determination of Community West shareholders entitled to notice of and to vote at the Community West meeting. On the record date, 8,875,012 shares of Community West common stock were outstanding and there were 194 holders of record.

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Quorum; Votes Required

A majority of the outstanding shares of Community West common stock entitled to vote on the record date must be present, either in person or by proxy, to constitute a quorum at the Community West meeting. If a quorum is present, in order to be approved, the proposals require the following votes:

At the Community West meeting, each share of Community West common stock will be entitled to one vote on all matters properly submitted to Community West shareholders.

All of the directors and certain executive officers of Community West have entered into cooperation agreements with Central Valley, pursuant to which they have agreed to vote “FOR” the merger proposal. As of the record date, the Community West directors and executive officers beneficially owned and were entitled to vote 1,625,596 shares of Community West common stock, representing approximately 18% of the shares of Community West common stock outstanding on that date.

Attending the Special Meeting

If you are a holder of record of Community West common stock as of the record date and plan to attend the Community West meeting, please indicate this when you vote. A photo identification will not be required for admission to the Community West meeting, but will be required if you want to vote your Community West common stock in person. If you want to vote your Community West common stock held through a bank, broker or other nominee in person, you must obtain a written proxy in your name from the bank, broker or other nominee that holds your shares.

Voting of Proxies

All shares of Community West common stock represented by properly executed proxies (including those given through voting by telephone or Internet) received before or at the Community West meeting will, unless properly revoked, be voted in accordance with the instructions indicated on those proxies. If no instructions are indicated on a properly executed proxy, the shares represented thereby will be voted:

If you return a properly executed proxy card or voting instruction card and have indicated that you have abstained from voting, your Community West common stock represented by the proxy will be considered present at the Community West meeting or any adjournment or postponement thereof solely for purposes of determining a quorum.

If your shares are held in an account at a broker or bank or other nominee, you must instruct the broker or bank or other nominee on how to vote your shares by following the instructions provided to you by your broker or bank or other nominee. If you do not provide voting instructions to your broker or bank or other nominee, your

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shares will not be voted on any proposal on which your broker or bank or other nominee does not have discretionary authority to vote. Under applicable rules, your broker or bank or other nominee does not have discretionary authority to vote on the merger proposal, the advisory Central Valley compensation proposal or the adjournment proposal. Consequently, failure to provide instructions to your bank, broker or other nominee on how to vote will result in your shares not being counted as present for purposes of establishing a quorum at the meeting and not being voted on the proposals.

Because approval of the principal terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger, requires the affirmative vote of a majority of the shares of Community West common stock outstanding as of the record date, abstentions, failures to vote and failure to provide instructions to your bank, broker or other nominee on how to vote will have the same effect as votes “AGAINST” the merger proposal, including the merger.

For the adjournment proposal and the Community West compensation proposal, abstentions will have no effect on such proposal, unless there are insufficient votes in favor of this proposal, such that the affirmative votes constitute less than a majority of the required quorum. In such cases, abstentions will have the same effect as a vote “AGAINST” these proposals.

Accordingly, we urge you to mark each applicable box on the proxy card or voting instruction card to indicate how to vote your shares.

Your broker, bank or other nominee may not vote your shares on the adjournment proposal and the advisory Community West compensation proposal, which broker non-votes will have no effect on the vote count for such proposal, unless there are insufficient votes in favor of this proposal, such that the affirmative votes in favor of the proposal constitute less than a majority of the required quorum. In such cases, the broker non-votes will have the same effect as a vote “AGAINST” these proposals.

Because this is a special meeting, no matter or proposal other than the proposals described in this joint proxy statement/prospectus may be brought before the Community West meeting or any postponement or adjournment thereof.

If you are a Community West shareholder of record, you may revoke your proxy at any time before it is voted by:

If you hold your shares of Community West common stock through an account at a broker or bank, you should contact your broker or bank to change your vote.

Attendance at the Community West special meeting will not in and of itself constitute revocation of a proxy. If the Community West meeting is postponed or adjourned, it will not affect the ability of shareholders of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the same methods described above.

Voting by Telephone or Internet

Community West shareholders of record will have the option to submit their proxy cards by telephone or Internet. Please note that there are separate arrangements for voting your shares depending on whether your

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shares are registered in Community West’s stock records in your name or in the name of a broker, bank or other holder of record. If you hold your shares through a broker, bank or other holder of record, you should check your proxy card or voting instruction card forwarded to you by your broker, bank or other holder of record to see which options are available.

Community West shareholders of record may submit their proxies:

Solicitation of Proxies

The Community West board of directors is soliciting proxies for the Community West meeting. Community West will pay for the cost of solicitation of proxies. In addition to solicitation by mail, Community West’s directors, officers and employees may also solicit proxies from shareholders by telephone, facsimile, or in person. Community West will not pay any additional compensation to these directors, officers or employees for these activities but may reimburse them for reasonable out-of-pocket expenses.

If Community West management deems it advisable, the services of individuals or companies that are not regularly employed by Community West may be used in connection with the solicitation of proxies. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to send the proxy materials to beneficial owners. Community West will, upon request, reimburse those brokerage houses and custodians for their reasonable expenses in so doing.

While Community West has not engaged a firm to solicit proxies, it reserves the right to do so.

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INFORMATION ABOUT THE COMPANIES

Central Valley Community Bancorp

7100 N. Financial Drive, Suite 101

Fresno, California 93720

(559) 298-1775

Central Valley, a California corporation, is a bank holding company registered under the Bank Holding Company Act of 1956, as amended, or BHCA, with headquarters located in Fresno, California. Central Valley is regulated by the Federal Reserve. Central Valley’s principal business is to serve as the holding company for its wholly-owned subsidiary CVCB. CVCB was organized in 1979 and commenced business as a California state-chartered bank in 1980. CVCB is not a member of the Federal Reserve System. CVCB is regulated by the DFPI and its primary Federal regulator is the FDIC.

CVCB is a multi-community bank that offers a full range of commercial banking services to small and medium size businesses, and their owners, managers and employees in the central valley area of California. These services include accepting demand, savings and time deposits and making commercial, real estate and consumer loans. CVCB provides domestic and international wire transfer services, safe deposit boxes and other customary banking services. CVCB also offers Internet banking that consists of inquiry, account status, bill paying, account transfers, and cash management. CVCB does not offer trust services or international banking services. The deposits of CVCB are insured by the FDIC up to applicable limits. Eight contiguous counties are served in California’s central valley including Fresno County, Madera County, Merced County, Placer County, Sacramento County, San Joaquin County, Stanislaus County, and Tulare County, and their surrounding areas. Central Valley does not conduct any operations other than through CVCB. CVCB operates 19 full-service banking offices in Clovis, Exeter, Folsom, Fresno, Gold River, Kerman, Lodi, Madera, Merced, Modesto, Oakhurst, Prather, Roseville, Sacramento, Stockton, and Visalia.

As of September 30, 2023, Central Valley had total assets of approximately $2.4 billion, total gross loans of approximately $1.3 billion, total deposits of approximately $2.1 billion and approximately $181.7 million in shareholders’ equity.

Central Valley’s common stock is listed on the Nasdaq Capital Market under the trading symbol “CVCY.”

The principal offices of Central Valley are located at 7100 N. Financial Drive, Suite 101, Fresno, California. Information may be found at Central Valley’s website: www.cvcb.com.

Community West Bancshares

445 Pine Avenue

Goleta, California 93117

(805) 692-5821

Community West, a California corporation, is a bank holding company registered under the BHCA with corporate headquarters located in Goleta, California. Community West is regulated by the Federal Reserve. Community West’s principal business is to serve as the holding company for its wholly-owned subsidiary, CWB, a national banking association chartered by the OCC.

CWB is a multi-community bank providing a variety of financial products and services to customers through seven full-service branch offices in the cities of Goleta, Oxnard, San Luis Obispo, Santa Barbara, Santa Maria, Ventura, and Paso Robles, all located in California’s Central Coast area.

CWB is focused on relationship-based banking to small to medium-sized businesses and their owners, professional, high-net worth individuals, and non-profit organizations in the communities served by its branch

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offices. The products and services provided include deposit products such as checking accounts, savings accounts, money market accounts and fixed rate, fixed maturity certificates of deposits, cash management products, and lending products, including commercial, commercial real estate, agricultural, and consumer loans. CWB continues to be competitive due to its focus on high quality customer service and its experienced relationship bankers who have strong relationships within the communities it serves. The deposits of CWB are insured by the FDIC up to the applicable limits.

As of September 30, 2023, Community West had total assets of approximately $1.1 billion, total gross loans of approximately $953 million, total deposits of approximately $916 million and approximately $116 million in shareholders’ equity.

Community West’s common stock is listed on Nasdaq Global Market under the trading symbol “CWBC.”

The principal offices of Community West are located at 445 Pine Avenue, Goleta, California 93117. Information may be found at Community West’s website: www.communitywestbank.com.

THE MERGER

This section of this joint proxy statement/prospectus describes material aspects of the proposed merger, including the merger agreement. This summary may not contain all of the information that is important to you. You should carefully read this entire document and the other documents we refer you to for a more complete understanding of the merger. In addition, we incorporate important business and financial information about Central Valley and Community West into this joint proxy statement/prospectus by reference. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 134. A copy of the Agreement and Plan Reorganization and Merger, dated October 10, 2023, referred to herein as the merger agreement, is attached as Annex A to this joint proxy statement/prospectus and is incorporated by reference herein. The following discussion describes important aspects and the material terms of the merger agreement and the merger. These descriptions are qualified in their entirety by reference to Annex A.

Structure of the Transaction

Central Valley and Community West have entered into the merger agreement pursuant to which Community West will merge with and into Central Valley, the separate existence of Community West will cease and Central Valley will survive the merger. Promptly following the completion of the merger of Community West and Central Valley, CWB will merge with and into CVCB, with CVCB as the surviving entity and continue commercial banking operations under its California charter and as a wholly-owned subsidiary of Central Valley. Pursuant to Section 4888 of the California Financial Code, at the close of the merger and bank merger, all banking offices of CWB will become branch banking offices of CVCB. Effective with the merger Central Valley’s name will change to “Community West Bancshares.” Effective with the bank merger, CVCB’s name will change to “Community West Bank.”

Merger Consideration

In the merger each outstanding share of Community West common stock will be converted into the right to receive 0.7900 of a share of Central Valley common stock, which we refer to as the per share exchange ratio, with cash paid in lieu of fractional shares.

The per share exchange ratio in the merger will not be adjusted to reflect Central Valley common stock price changes between now and the closing. Based on the closing price of Central Valley common stock on October 10, 2023, the day of, and immediately prior to the first public announcement of the terms of the merger,

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the merger consideration will represent a value of $11.15 per share of Community West common stock. Using the closing price of Central Valley common stock on December 20, 2023 (the most recent day for which information was available prior to the printing and mailing of this joint proxy statement/prospectus), the merger consideration will represent a value of $17.44 per share of Community West common stock. Accordingly, the dollar value of the stock consideration that Community West shareholders may receive will change depending on fluctuations in the market price of Central Valley common stock and will not be known at the time you vote on the merger. You should obtain current stock quotations for Central Valley common stock, which is listed on the NASDAQ Capital Market under the symbol “CVCY.”

Based on the 0.7900 per share exchange ratio and the number of shares of Community West common stock outstanding as of the date of the merger agreement, Central Valley expects that approximately 6,992,590 shares of its common stock will become issuable as a result of the merger. Giving effect to the merger, Community West shareholders would hold, in aggregate, approximately 37% of Central Valley’s outstanding common stock following the merger.

At the effective time of the merger, any Community West common stock held by Central Valley or any direct or indirect wholly-owned subsidiary of Central Valley or by Community West, which are referred to as excluded shares, will be automatically cancelled.

Background of the Merger

As part of Community West’s continuous efforts to strengthen its business, increase value for shareholders and deliver superior loan and deposit products and services to its customers and communities, the Community West board, in consultation with executive management and, from time to time, with outside advisors, regularly reviews and considers Community West’s business plans and its basic strategic options, including organic growth, potential acquisitions of other financial institutions by Community West, mergers of equals and acquisitions of Community West. These strategic discussions have been set against a backdrop of, among other things, business performance as well as prospects and developments in the financial services industry, regulatory and compliance environments, the economy generally and financial markets, and the implications of such developments for financial institutions generally and for Community West, in particular. These reviews have also included assessments of ongoing consolidation in the financial services industry and the benefits and risks to Community West and its shareholders of strategic combinations compared to the benefits and risks of continued operation as a standalone company, all with the goal of enhancing shareholder value. Factors assessed in connection with these reviews have included the risks and opportunities associated with operating in existing and new markets, competition, potential positive and negative expense and revenue synergies, regulatory requirements, interest rate environment and prospects, scale, operational risk, credit risk, market risk and changes in technology and in delivery and marketing channels.

Consistent with past practices, throughout 2021 and 2022, Community West’s President and Chief Executive Officer, Mr. Plourd, participated in various conversations with executives from other financial institutions as well as financial advisors known to work with financial institutions regarding potential strategic opportunities for Community West. While some of these preliminary conversations led to multiple meetings with a potential counterparty, the feedback from these parties, generally, was that Community West was not an attractive strategic partner because of one or more factors considered unfavorable by the potential counterparty. Those unfavorable factors related to Community West included its relatively high cost overhead, California’s central coast location, higher costing deposit base, higher loan-to-deposit ratio, its use of wholesale funding and a concentration in manufactured housing loans. In addition, Community West was considered not to be a strategic fit for some potential counterparties because those counterparties did not have an overlapping branch footprint with Community West and believed that geographic separation could create execution risk for a potential combination. Several potential counterparties reported to Mr. Plourd that they had discussed a potential transaction with Community West with their senior management team or board of directors but due to one or more of the aforementioned factors decided not to pursue a transaction with Community West. None of the

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meetings by Community West in 2021 and 2022 with potential counterparties other than Central Valley resulted in the formal proposal of specific transactional terms describing a merger with or acquisition of Community West.

Central Valley’s board of directors and management regularly reviews its business strategies, opportunities, and challenges as part of its consideration and evaluation of its respective long-term prospects, with the goal of enhancing value for its shareholders. This review includes periodic discussions with respect to potential transactions that would further its strategic objectives, including acquisitions and mergers-of-equals with other institutions, and the potential benefits and risk of those transactions as well as discussions over several years with investment bankers, about various strategic alternatives.

During the fall of 2021, the Central Valley board and executive management engaged in a series of discussions during executive sessions of regularly scheduled meetings of the Central Valley board regarding corporate strategy, including the then-planned transition of executive leadership from Mr. James Ford, who was then serving as President and Chief Executive Officer, to Mr. James Kim, who was then serving as Executive Vice President and Chief Operating Officer, Central Valley’s strategy as an independent financial institution, and potential strategic transactions.

Mr. Plourd and Mr. James Kim, Central Valley’s President and Chief Executive Officer, were introduced at a community bank investor conference in Scottsdale, Arizona on February 1and 2, 2022 and met again in San Diego, California on March 7 and 8, 2022. During these introductory meetings, Mr. Plourd and Mr. Kim discussed, among other things, the banking landscape in general and specifically the rate of change that is moving through the industry and the impact it has on their respective organizations. They also shared the history and culture of their respective organizations, recognizing many historical similarities. Mr. Plourd and Mr. Kim agreed to remain in contact, and to continue to get to know more about each other’s respective organizations and look at the possibility of partnering on loan participations. They did not make any definitive plans for future meetings and did not discuss the terms of any potential strategic transaction.

On April 1, 2022, Mr. Plourd visited Fresno, California to meet with Mr. Kim about possible loan participations. During the visit, Mr. Plourd and Mr. Kim visited several projects currently being financed by Central Valley.

Subsequently on May 24, 2022, Mr. Kim visited with Mr. Plourd in Goleta, California to discuss Community West’s credit culture and to explore potential loan participation opportunities for Central Valley with Community West.

Mr. Plourd periodically communicated with Mr. Kim on an informal basis regarding their respective organizations’ earnings announcements, general economic conditions, the financial services industry, and market trends. Neither Mr. Plourd nor Mr. Kim mentioned or otherwise discussed the terms or specifics of a potential strategic transaction between Community West and Central Valley during these communications.

On June 17, 2022, Mr. Plourd and Mr. Kim met in Paso Robles, California to explore the possibility of a business transaction between their respective institutions. During the meeting, Mr. Plourd and Mr. Kim discussed preliminarily a potential strategic transaction between their respective institutions. Mr. Kim noted the strategic benefit for Central Valley entering the central coast markets of California and leveraging Community West’s reputation and in-depth market knowledge to expand Central Valley’s geographic reach. Mr. Plourd noted the strategic benefit of merging each of the banks’ balance sheets resulting in a more diversified and less concentrated asset and liability mix. On a preliminary basis, the parties discussed a few specific terms of a potential transaction, after which both Mr. Plourd and Mr. Kim concluded that the meeting was sufficiently productive that it would be appropriate to explore the possibilities of a merger.

On December 5, 2022, Mr. Plourd, Mr. Kim and a representative from Janney met for dinner in Goleta, California to discuss the potential economic benefits of a potential transaction. Both Messrs. Kim and Plourd

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were intrigued by the compelling potential benefits of a business combination between Central Valley and Community West, including increased scale and growth opportunities, greater breadth of product mix, the complementary operations, enhanced management team, and geographic diversification, among other benefits. Both Mr. Plourd and Mr. Kim agreed that the merits of a potential transaction appeared favorable for both companies. Subsequently, Mr. Plourd and Mr. Kim decided that a meeting with a group of directors from Community West and a group of directors from Central Valley would be appropriate to discuss the possibilities of a merger.

On January 18, 2023, the Central Valley board of directors met and discussed the potential combination with Community West. Janney provided an analysis of a potential transaction, including an overview of the strategic rationale and benefits for both Central Valley and Community West. The board of directors directed Central Valley management to continue discussions with Community West.

On January 31, 2023, Mr. Kim and Mr. Plourd, as well as representatives from Janney and Piper Sandler met at an industry conference and further discussed a potential business combination.

On January 31, 2023, the parties also entered into a mutual confidentiality agreement.

Offsite meetings took place in the Seattle, Washington area on February 4 and 5, 2023, among a limited group of directors from both companies. Directors from Central Valley included Mr. Daniel Doyle, Chairman, Mr. Daniel Cunningham, Mr. Steve McDonald, Ms. Andriana Majarian and Mr. Kim. Directors from Community West included Mr. William Peeples, Chairman, Mr. Robert Bartlein, Mr. James Lokey and Mr. Plourd. At these meetings, the board members introduced themselves and shared a historical perspective of their respective financial institutions. Mr. Plourd and Mr. Kim shared their views on the banking industry’s outlook, operating philosophy, and the challenges facing the industry including, technology and innovation initiatives. Although the participants discussed the potential benefits of a strategic transaction as well as the potential risks, they did not discuss specific terms of a potential transaction.

During a Central Valley board meeting on February 15, 2023, an executive session was held to discuss the Community West merger. Representatives of Janney attended the meeting and presented an updated slide deck analysis of a proposed transaction with Community West. The board engaged in a general discussion with Janney and reviewed the analysis in detail. At that time, a draft indication of interest, as discussed below, was presented to the board for its review and approval. After some discussion, the board authorized Mr. Kim to deliver the executed indication of interest.

On or around February 16, 2023, Central Valley submitted an initial indication of interest (“February LOI”) for a merger transaction with Community West. The February LOI provided for, among other things, a fixed exchange ratio in the range of 0.76671 to 0.80032 shares of Central Valley common stock for each share of Community West common stock, representing an implied price between $19.83 and $20.70 per share of Community West common stock (based on market prices as of February 16, 2023). The final exchange ratio was to be determined after the companies had completed their due diligence of the other. The February LOI also proposed an exclusivity period of 60 days during which the parties would conduct customary due diligence and negotiate transaction documents. In addition, the February LOI provided that the combined company’s board of directors would consist of 15 directors, nine from Central Valley and six from Community West. Further, the February LOI provided that Mr. Doyle would serve as Chairman of the combined company and Mr. Bartlein would serve as Vice Chairman of the combined company.

On February 23, 2023, the February LOI was reviewed at Community West’s regularly scheduled board of directors meeting. A representative from Piper Sandler was also in attendance. Piper Sandler provided a presentation to the Community West board reviewing the principal terms of the February LOI, financial aspects of the proposal and alternative strategic options including remaining independent and other potential transaction partners who could acquire or merge with Community West. During this board meeting, Piper Sandler and

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Mr. Plourd discussed the fact that after preliminary discussions with a number of alternative potential transaction partners throughout 2021, 2022 and early 2023, those potential partners had provided feedback that they were not interested in formally pursuing a potential transaction with Community West.

On March 1, 2023, Community West held a special board meeting to discuss the February LOI. Representatives from Piper Sandler and Duane Morris LLP (“Duane Morris”), Community West’s legal counsel at the time, attended this special board meeting. The Community West board discussed the proposed merger consideration and approach to determining the exchange ratio. The board also discussed the strategic and financial rationale for the proposed transaction, the complementary nature of the parties’ businesses, cultures and values, Central Valley’s historical performance, the lack of overlap of the two financial institutions’ geographic footprints, and Central Valley’s evolution to a more diversified asset-sensitive bank. The board reviewed, among other things, Community West’s updated standalone financial projections, including the various underlying assumptions and forecast results, market and industry trends, the current rising interest rate environment, and Community West’s growth and financial prospects as a standalone company. Mr. Plourd was authorized to move forward and continue to negotiate the February LOI with an objective of improving certain terms including the exchange ratio.

On March 2, 2023, Mr. Plourd and Mr. Kim discussed the Community West’s proposed revised terms of the February LOI which included fixing the exchange ratio at 0.80032 shares of Central Valley common stock, the highest level of exchange ratio in the range proposed by Central Valley in the February LOI.

On March 7, 2023, the Central Valley board of directors held a special meeting at which representatives of Buchalter and Janney were in attendance. The board reviewed an updated financial model reflecting various alternative exchange ratios and authorized the submission of a revised non-binding indication of interest to respond to the proposed changes raised by Community West. Later that day, Central Valley submitted a revised indication of interest (“March LOI”) for a merger transaction with Community West which contemplated, among other things, a fixed exchange ratio of 0.7900 shares of Central Valley common stock for each share of Community West common stock, representing an implied price of $20.44 per share of Community West common stock (based on market prices as of February 16, 2023). The March LOI also provided for the formation of an executive committee for the combined company, consisting of Mr. Doyle and two other directors from Central Valley and Mr. Bartlein and Mr. Lokey from Community West. In addition, Mr. Kim and Mr. Plourd would serve as advisors to the executive committee.

On March 8, 2023, the March LOI was reviewed at a special board meeting of Community West. Representatives from Piper Sandler and Duane Morris were also in attendance. Piper Sandler reviewed with the Community West board a summary of the March LOI, including the principal changes relative to the February LOI. Piper Sandler further reviewed with the Community West board financial aspects of the March LOI. Following a discussion by the Community West board, the Community West board authorized the execution of the March LOI with Central Valley. The March LOI included a mutual exclusivity term of 60 calendar days.

Between March 8, 2023 and April 28, 2023, representatives of Central Valley and Community West exchanged due diligence requests and began populating virtual data rooms with requested information.

On March 10, 2023, members of the respective Central Valley and Community West management teams, as well as representatives of Janney and Piper Sandler, met to discuss the proposed transaction, information about each company and strategic considerations related to the transaction. In mid-March 2023, the executive management teams of Central Valley and Community West began due diligence and reverse due diligence reviews in connection with the proposed merger.

On March 31, 2023, Mr. Plourd and Mr. Kim met in San Francisco, California together with the FDIC and the OCC regarding the possible merger between Community West and Central Valley.

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During mid-March 2023 through early April 2023, the management teams of Central Valley and Community West discussed (including multiple telephonic or video conferences) key diligence topics, including financial performance, employee matters, loan and securities portfolios, credit quality, information technology, key markets, integration matters and corporate strategy. As part of these due diligence reviews, Central Valley and Community West each utilized a third-party consultant with expertise in bank merger transactions to perform targeted diligence on the other party’s loan portfolio.

On April 17, 2023, Buchalter provided a first draft of a proposed agreement and plan of reorganization and merger to legal counsel for Community West. On that same day Mr. Plourd and Mr. Kim met via video conference with representatives of the Federal Reserve and the DFPI to discuss the possible merger between Community West and Central Valley. On April 17, 2023 and April 18, 2023, representatives of Community West met directly with representatives of Central Valley in Fresno, California to review various aspects of Community West’s business and Central Valley’s business. Topic areas covered in those meetings included retail banking, information technology, credit administration, loan portfolios, accounting, compliance, and human resources.

On April 24, 2023, management of Central Valley, with representatives of Janney in attendance, discussed updates with respect to the proposed transaction and the favorable due diligence review to date by Central Valley’s senior management and third-party consultants engaged by Central Valley. During this discussion, members of Central Valley’s management team discussed specific due diligence findings and certain strategic considerations with respect to the proposed combination.

On April 27, 2023, Community West held its regularly scheduled board of directors meeting. Aside from normal business, Mr. Plourd updated the board on discussions with Central Valley and reviewed the decline in the implied price per share to Community West related to the 45% decline of Central Valley’s stock price since March 9, 2023. Based on current volatility in the financial markets and the banking sector in particular and the impact on interest rates, asset values, and bank stock prices, Community West’s board concluded that the March LOI should be terminated.

On April 27, 2023, Central Valley and Community West mutually agreed to terminate the merger discussions due to overall market conditions.

On April 28, 2023, Central Valley and Community West mutually executed a letter terminating the March LOI.

Following the termination of the March LOI, Mr. Plourd and Mr. Kim continued to periodically contact each other with updates relative to their respective businesses.

On May 9, 2023, Mr. Kim, Mr. Plourd, Mr. Peeples, Mr. Bartlein and representatives from Janney and Piper Sandler met at an industry conference. Both Central Valley and Community West acknowledged satisfaction with the diligence reviews that had been undertaken up to that point. Both sides still believed that the potential combination would be very compelling and agreed that if market conditions improved, Central Valley and Community West should consider re-engaging with merger discussions.

In June 2023, Mr. Plourd was contacted by a regional bank with operations in certain regions of California (referred to herein as “Bank A”). The representative from Bank A indicated that Bank A had a potential interest in acquiring Community West. Mr. Plourd indicated to the representative from Bank A that Community West’s board had recently explored certain strategic options and would be receptive to learning more specifics about Bank A’s potential interest in acquiring Community West. Bank A did not provide Community West with any specific terms for a potential acquisition of Community West by Bank A.

On June 21, 2023, Central Valley’s senior management provided the Central Valley board with an update on the merger discussions. Senior management discussed the merger process and updated the board as the actions taken to date. Senior management informed the board that the managements from both Central Valley and Community West

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resumed preliminary discussions with the intention to complete due diligence and assess the transaction metrics to determine if the transaction remained viable for all parties. An overview of open items, changes since prior discussions, and the strategic rationale for a possible transaction were all discussed and included in a presentation prepared by Janney.

On July 19, 2023, Central Valley’s senior management provided the Central Valley board with another updated presentation that was prepared by Janney regarding the strategic merger. There were no significant changes from the June 21, 2023 presentation.

On August 3, 2023, Community West’s board executive committee met to discuss the merits of re-engaging with Central Valley regarding a potential merger transaction. A representative from Piper Sandler provided a presentation to Community West’s board executive committee regarding the financial aspects of a transaction with Central Valley at various exchange ratios including the 0.7900 exchange ratio agreed to in the March LOI.

On August 10, 2023, Community West held a special board meeting to discuss the merits of re-engaging an indication of interest with Central Valley regarding a potential merger transaction. Also in attendance were representatives from Piper Sandler and Duane Morris. A representative from Piper Sandler provided a presentation to Community West’s board executive committee regarding the financial aspects of a transaction with Central Valley at various exchange ratios including the 0.7900 exchange ratio agreed to in the March LOI. Duane Morris also reviewed the material terms of the March LOI with the board so they were familiar with the terms. Mr. Plourd was authorized to re-engage in discussions with Central Valley and execute a new indication of interest that mirrored the terms of the March LOI and contained an exchange ratio of 0.7900 or higher.

Following the Community West August 10, 2023 board meeting, a representative from Piper Sandler discussed with a representative from Janney the financial aspects of a transaction between Central Valley and Community West at various exchange ratios greater than the exchange of 0.7900 in the March LOI. The representative from Janney provided feedback that Central Valley was not prepared to increase the exchange ratio above 0.7900.

Central Valley held a special board meeting on August 14, 2023 to discuss re-engagement of an indication of interest. The merger model and earnings estimates provided by Janney had been updated to reflect consensus estimates for both Central Valley and Community West. A comparison of the deal metrics from March 31, 2023 to June 30, 2023 was presented and discussed, noting that based on dynamic changes in the stock prices of Central Valley due to the volatility following the bank failures in March 2023, the price to tangible book value of the deal decreased. An updated indication of interest was presented to the board for review and the board authorized Mr. Kim to re-express interest in a potential merger.

On August 15, 2023, Central Valley submitted revised indication of interest (“August LOI”) for a merger transaction with Community West with terms in most respects identical to the March LOI, including a fixed exchange ratio of 0.7900 shares of Central Valley common stock for each share of Community West common stock, representing an implied price of $12.79 per share of Community West common stock (based on market prices as of August 11, 2023). The executive management of Community West discussed the August LOI with representatives of Piper Sandler, representatives of Duane Morris, and the Community West board. Based on the prior Community West board consideration and authorization of the terms of a revised indication of interest, Community West executed the August LOI and delivered a signed copy to Central Valley.

In mid-August 2023, the executive management teams of Central Valley and Community West, along with their respective financial and legal advisors, began bring-forward due diligence and reverse bring-forward due diligence reviews in connection with the proposed merger.

Effective August 21, 2023, Husch Blackwell became legal counsel. From the period beginning September 6, 2023 through October 10, 2023 representatives of Buchalter and Husch Blackwell negotiated the terms of the merger agreement and exchanged several drafts of the merger agreement and related transactional documents.

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for Community West and continued the negotiations of the terms of the merger agreement. Among the key terms negotiated included more robust representations and warranties from Central Valley, closing conditions, treatment of employee benefits, executive contracts, an employment agreement for Mr. Plourd, cooperation agreements, and termination provisions.

Between August 15, 2023, and October 10, 2023, representatives of Central Valley and Community West exchanged due diligence requests and populated virtual data rooms with requested information.

On September 13, and 14, 2023, Mr. Plourd and Mr. Kim again held meetings in San Francisco, California with the representatives of the FDIC, Federal Reserve, OCC, and DFPI to discuss the potential combination between Community West and Central Valley.

At a regularly scheduled meeting of the board of directors of Central Valley held on September 20, 2023, the board discussed in detail the potential transaction. Members of the Central Valley senior management team were in attendance and representatives of Janney and Buchalter also participated in the meeting. The board was provided with copies of the merger agreement, the merger agreement for the bank merger, and the cooperation agreements. Senior management and Buchalter reported favorably on their due diligence review of Community West. A representative of Buchalter presented a summary of the legal terms of the merger agreement, including a review of the transaction structure, the merger consideration, the parties’ respective representations and warranties and covenants, the composition of the board of directors of the combined company, employee benefits matters, employment agreements, closing conditions, and termination provisions, including the potential liability for a termination fee. The representative from Buchalter also reviewed the fiduciary duties of the board under California law. The Central Valley board of directors further discussed the required shareholder and regulatory approvals required to complete the transaction, as well as the possible timeframe for obtaining such approvals and completing the merger. Senior management further reported that finalization of the transaction documents was continuing and the board would be informed when definitive agreements were available for final approval.

At a regularly scheduled meeting of the board of directors of Community West held on September 28, 2023, the board discussed in detail the potential transaction. In attendance were representatives of Piper Sandler and Hush Blackwell who also participated in the meeting. Hush Blackwell presented the board with a written summary of the proposed merger agreement and answered questions from the board. The information covered a review of the legal terms of the agreement, including: a review of the transaction structure; the consideration; the parties’ respective representations, warranties, and covenants; the composition of the board of directors of the combined company; employee severance for any displaced employees; closing conditions; and termination provisions, which includes the potential liability for a termination fee, together with the fiduciary duties of the board under applicable law. Management and Hush Blackwell reported on their due diligence review of Central Valley.

On October 10, 2023, Community West held a special meeting of its board of directors to discuss and consider the terms and conditions of the proposed merger agreement and merger. Representatives of Husch Blackwell and Piper Sandler attended the meeting. The board of directors of Community West had previously been provided with a copy of the merger agreement together with the ancillary documents, including the cooperation agreements (covering the voting of shares by and restrictions on certain activities of the directors and executive officers of Community West through the closing of the transaction and for a period following the closing) to afford them the time to fully review and consider the merger agreement and the merger. Husch Blackwell again presented an updated version of the written summary of the merger agreement that had been presented at the board of directors’ meeting held on September 28, 2023, and reviewed the material terms and conditions of the merger agreement with the board, including: the proposed structure of the transaction; the merger consideration; the representations and warranties of Community West and Central Valley; corporate governance matters, including the composition of the boards of directors of Central Valley and CVCB following the closing; the proposed senior management of the combined company; the treatment of continuing and departing Community West employees, including benefits to certain executive officers; the employment agreement for Mr. Plourd; the no solicitation provisions and other covenants in the merger agreement; the key conditions to closing; and the parties’ termination rights. The Community West board also considered the circumstances under which

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Community West would be obligated to pay Central Valley the termination fee of $4.0 million. Husch Blackwell reviewed the fiduciary duties of the Community West board under California law and the obligations on the board under the merger agreement. The required shareholder and regulatory approvals necessary to complete the transaction and the anticipated timing to file and process the regulatory applications and obtain shareholder approval were also discussed. The board also considered the requirement that cooperation agreements, including agreements not to compete with the surviving company, would be provided by the Central Valley directors. Representatives of Husch Blackwell and Piper Sandler, as well as Mr. Plourd, then answered questions from the board regarding the merger transaction documents. In addition, representatives of Piper Sandler presented a financial analysis of the proposed merger and rendered Piper Sandler’s oral fairness opinion (which was subsequently confirmed in writing as of October 10, 2023, a copy of which is attached to this joint proxy statement/prospectus as Annex B), to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler as set forth in such opinion, the exchange ratio was fair to holders of Community West common stock from a financial point of view.

After considering the proposed terms of the merger agreement and the mergers and the related transaction documents, and taking into consideration the matters discussed during that meeting and prior meetings of the Community West board, including the factors described under the section of this joint proxy statement/prospectus entitled “The Merger—Community West’s Reasons for the Merger and Recommendation of the Community West Board of Directors,” the Community West board determined that the merger agreement, including the merger and the other transactions contemplated thereby covered by the ancillary agreements, was in the best interests of Community West and its shareholders, and the Community West board unanimously approved and adopted the merger agreement and the merger and the other transactions contemplated thereby.

On October 10, 2023, the Central Valley board of directors held a special meeting at which it discussed the proposed merger and reviewed the terms of the proposed merger agreement with Community West. Members of the Central Valley senior management team were in attendance and representatives of Janney and Buchalter also participated in the meeting. Members of the Central Valley board were provided with copies of the merger agreement, the merger agreements for the bank mergers, and the cooperation agreements. Central Valley senior management and Janney reported favorably on their due diligence review of Community West. A representative of Buchalter updated the September 20, 2023 presentation of a summary of the legal terms of the merger agreement, including a review of the transaction structure, the merger consideration, the parties’ respective representations and warranties and covenants, the composition of the board of directors of the combined company, employee benefits matters, employment agreements, closing conditions, and termination provisions, including the potential liability for a termination fee. Buchalter also again reviewed the fiduciary duties of the board under California law. Also at this meeting, representatives of Janney reviewed the financial aspects of the proposed transaction and rendered to the Central Valley board an opinion (which was initially rendered verbally and then confirmed in a written opinion, dated October 10, 2023, a copy of which is attached to this joint proxy statement/prospectus as Annex C) to the effect that, as of that date and subject to the procedures followed, assumptions made and matters considered, and qualifications and limitations on the review undertaken by Janney as set forth in such opinion, the merger consideration was fair, from a financial point of view, to Central Valley.

After considering the proposed terms of the merger agreement and the mergers and the related transaction documents, and taking into consideration the matters discussed during that meeting and prior meetings of the Central Valley board, including the factors described under the section of this joint proxy statement/prospectus entitled “The Merger—Central Valley’s Reasons for the Merger and Recommendation of the Central Valley Board of Directors,” the Central Valley board determined that the merger agreement, including the merger and the other transactions contemplated thereby, was in the best interests of Central Valley and its shareholders, and the Central Valley board unanimously approved and adopted the merger agreement and the merger and the other transactions contemplated thereby.

Following the meetings of the Central Valley and Community West boards on October 10, 2023, Central Valley and Community West and their respective legal advisors finalized the merger agreement and, on the evening of

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October 10, 2023, Central Valley and Community West executed the merger agreement and each director of Central Valley and Community West executed a cooperation agreement. Also, on the evening of October 10, 2023, Central Valley and Community West issued a joint press release announcing execution of the merger agreement.

Community West’s Reasons for the Merger; Recommendation of the Merger by the Community West Board of Directors

In reaching its decision to approve the merger agreement and the transactions contemplated thereby, the Community West board of directors evaluated the merger agreement in consultation with Community West’s executive management and determined that the merger was in the best interests of Community West’s shareholders. The Community West board of directors also consulted with its legal counsel regarding its fiduciary duties, the terms of the merger agreement and related issues and reviewed with its financial advisors and its executive management the financial aspects of the proposed transaction, considerations of the broader financial market and the fairness of the per share exchange ratio to its shareholders from a financial point of view, among other matters.

In reaching its determination to approve the merger agreement, the Community West board of directors considered all factors it deemed material. The Community West board of directors analyzed information with respect to the financial condition, results of operations, business and prospects of Community West. In this regard, the Community West board of directors considered the performance trends of Community West over the past several years and prospects for future growth. The board also considered Community West’s ability to further enhance shareholder value without engaging in a strategic transaction as well as the short-term and long-term interests of Community West and its shareholders, including whether those interests might best be served by continued independence.

In reaching its decision to approve the merger agreement and the merger, the Community West board of directors also considered a number of factors, including the following:

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In the course of its deliberations regarding the merger, the Community West board of directors also considered potential risks and potentially negative factors associated with the merger, including the following material factors:

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This description of the information and factors considered by the Community West board of directors is not intended to be exhaustive, but is believed to include all material factors the Community West board of directors considered. In determining whether to approve and recommend the merger agreement, the Community West board of directors did not assign any relative or specific weights to any of the foregoing factors and individual directors may have weighed factors differently. After deliberating with respect to the merger and the merger agreement, considering, among other things, the reasons discussed above, the Community West board of directors approved the merger agreement and the merger as being in the best interests of Community West and its shareholders, based on the total mix of information then available to the Community West board of directors.

This explanation of Community West’s reasons for the merger and other information presented in this section is forward-looking in nature and should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Community West’s board of directors has unanimously approved the merger agreement and unanimously recommends that Community West shareholders vote “FOR” approval of the merger agreement.

Central Valley’s Reasons for the Merger; Recommendation of the Merger by the Central Valley Board of Directors

The board of directors of Central Valley has, from time to time, engaged with its senior management in reviews and discussions of potential strategic alternatives, and has considered ways to enhance Central Valley performance and prospects in light of competitive and other relevant developments. These reviews have included periodic discussions with respect to potential transactions that would further its strategic objectives, and the potential benefits and risks of those transactions.

Central Valley meets at least annually with all directors and executive officers to discuss strategic planning, strategic alternatives and Central Valley’s short-and long-term strategic direction and prospects with the desire to enhance shareholder value. The board of directors and management of Central Valley look for opportunities for appropriate acquisitions and combinations, which complement both Central Valley’s strategy, business and geography and have the potential to enhance shareholder value. In support of this Central Valley and the board of directors recognized that the platform, including skilled management, technology and branch network created by Central Valley could support a larger institution, that larger institutions often result in higher stock price multiples for shareholders and that efficiency and other metrics are more achievable with the enhanced scale of a larger institution.

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Central Valley generally discusses strategic alternatives and similar matters in full board of director meetings and off-site strategic planning meetings. In addition, management meets with various investment bankers to review market conditions, capital levels and alternatives, peer information, transactions and possible acquisition and combination candidates.

In evaluating the merger agreement, the Central Valley board of directors consulted with Central Valley management, as well as its financial and legal advisors, and, in reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement, including the merger and the Central Valley share issuance, and to recommend that Central Valley shareholders vote “FOR” the approval of the principal terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger and the Central Valley share issuance, and “FOR” the grant of discretionary authority to adjourn the special meeting as necessary or appropriate, the Central Valley board of directors considered a number of factors, including the following:

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The Central Valley board of directors also considered a number of uncertainties and risks in its deliberations concerning the merger, including the following:

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This description of the information and factors considered by the Central Valley board of directors is not intended to be exhaustive, but is believed to include all material factors the Central Valley board of directors considered. In determining whether to approve and recommend the merger agreement, the Central Valley board of directors did not assign any relative or specific weights to any of the foregoing factors, and individual directors may have weighed factors differently.

After deliberating with respect to the merger and the merger agreement, considering, among other things, the reasons set forth above, the Central Valley board of directors determined that the merger agreement, the merger, the Central Valley share issuance and the other transactions contemplated by the merger agreement are advisable and in the best interests of Central Valley and its shareholders based on the total mix of information available to the Central Valley board of directors, and unanimously adopted and approved the merger agreement and the transactions contemplated by it.

Central Valley’s board of directors unanimously recommends that Central Valley shareholders vote “FOR” approval of the merger agreement and the Central Valley share issuance.

This explanation of Central Valley’s reasons for the merger and other information presented in this section is forward-looking in nature and should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Opinions of Community West’s and Central Valley’s Respective Financial Advisors

Opinion of Community West’s Financial Advisor

Community West retained Piper Sandler to act as financial advisor to Community West’s board of directors in connection with Community West’s consideration of a possible business combination. Community West selected Piper Sandler to act as its financial advisor because Piper Sandler is a nationally recognized investment banking firm that specializes in advising financial institutions. In the ordinary course of its investment banking business, Piper Sandler is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

Piper Sandler acted as financial advisor to Community West’s board of directors in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the merger agreement. At the October 10, 2023 meeting at which the Community West board of directors considered the merger and the merger agreement, Piper Sandler delivered to the board of directors its oral opinion, which was subsequently confirmed in writing on October 10, 2023, to the effect that, as of such date, the exchange ratio was fair to the holders of Community West common stock from a financial point of view. The full text of Piper Sandler’s opinion is attached as Annex B to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of Community West common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

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Piper Sandler’s opinion was directed to the board of directors of Community West in connection with its consideration of the merger and the merger agreement and does not constitute a recommendation to any shareholder of Community West as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the merger and the merger agreement. Piper Sandler’s opinion was directed only to the fairness, from a financial point of view, of the exchange ratio to the holders of Community West common stock and did not address the underlying business decision of Community West to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for Community West or the effect of any other transaction in which Community West might engage. Piper Sandler also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of Community West, or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder. Piper Sandler’s opinion was approved by Piper Sandler’s fairness opinion committee.

In connection with its opinion, Piper Sandler reviewed and considered, among other things:

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Piper Sandler also discussed with certain members of the senior management of Community West and its representatives the business, financial condition, results of operations and prospects of Community West and held similar discussions with certain members of the senior management of Central Valley and its representatives regarding the business, financial condition, results of operations and prospects of Central Valley.

In performing its review, Piper Sandler relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by Piper Sandler from public sources, that was provided to Piper Sandler by Community West or Central Valley or their respective representatives, or that was otherwise reviewed by Piper Sandler, and Piper Sandler assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. Piper Sandler relied on the assurances of the respective senior managements of Community West and Central Valley that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading. Piper Sandler was not asked to and did not undertake an independent verification of any of such information and Piper Sandler did not assume any responsibility or liability for the accuracy or completeness thereof. Piper Sandler did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of Community West or Central Valley, nor was Piper Sandler furnished with any such evaluations or appraisals. Piper Sandler rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of Community West or Central Valley or any of their respective subsidiaries. Piper Sandler did not make an independent evaluation of the adequacy of the allowance for loan losses of Community West or Central Valley, any of the respective subsidiaries or the combined entity after the merger, and Piper Sandler did not review any individual credit files relating to Community West or Central Valley or any of their respective subsidiaries. Piper Sandler assumed, with Community West’s consent, that the respective allowances for loan losses for both Community West and Central Valley were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, Piper Sandler used publicly available analyst net income and dividends per share estimates for Community West for the year ending December 31, 2023 and December 31, 2024, as well as internal annual asset growth rates for Community West for the years ending December 31, 2023 through December 31, 2027 and an annual earnings per share growth rate and annual dividends per share estimates for Community West for the years ending December 31, 2025 through December 31, 2027, as provided by the senior management of Community West. In addition, Piper Sandler used publicly available mean analyst estimates of total assets and net income for Central Valley for the years ending December 31, 2023 and December 31, 2024 as well as an estimated annual net income and total assets growth rate for Central Valley for the years ending December 31, 2025, through December 31, 2027, as provided by the senior management of Central Valley. Piper Sandler also received and used in its pro forma analyses certain assumptions relating to transaction expenses, cost savings, purchase accounting adjustments as well as certain adjustments for CECL accounting standards, as provided by the senior management of Central Valley. With respect to the foregoing information, the respective senior managements of Community West and Central Valley confirmed to Piper Sandler that such information reflected (or, in the case of the publicly available analyst estimates referred to above, were consistent with) the best currently available projections, estimates and judgments of those respective senior managements as to the future financial performance of Community West and Central Valley, respectively, and Piper Sandler assumed that the financial results reflected in such information would be achieved. Piper Sandler expressed no opinion as to such projections, estimates or judgements, or the assumptions on which such information was based. Piper Sandler also assumed that there had been no material change in the respective assets, financial condition, results of operations, business or prospects of Community West or Central Valley since the date of the most recent financial statements made available to Piper Sandler. Piper Sandler assumed in all respects material to its analyses that Community West and Central Valley would remain as going concerns for all periods relevant to its analyses.

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Piper Sandler also assumed, with Community West’s consent, that: (i) each of the parties to the merger agreement would comply in all material respects with all material terms and conditions of the merger agreement and all related agreements, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived; (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Community West, Central Valley, the merger or any related transactions; and (iii) the merger and any related transactions would be consummated in accordance with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with Community West’s consent, Piper Sandler relied upon the advice that Community West received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the merger and the other transactions contemplated by the merger agreement. Piper Sandler expressed no opinion as to any such matters.

Piper Sandler’s opinion was necessarily based on financial, economic, regulatory, market and other conditions as in effect on, and the information made available to Piper Sandler as of, the date thereof. Events occurring after the date thereof could materially affect Piper Sandler’s opinion. Piper Sandler has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof. Piper Sandler expressed no opinion as to the trading value of Community West common stock or Central Valley common stock at any time or what the value of Central Valley common stock would be once the shares are actually received by the holders of Community West common stock.

In rendering its opinion, Piper Sandler performed a variety of financial analyses. The summary below is not a complete description of all the analyses underlying Piper Sandler’s opinion or the presentation made by Piper Sandler to Community West’s board of directors, but is a summary of the material analyses performed and presented by Piper Sandler. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Piper Sandler believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Piper Sandler’s comparative analyses described below is identical to Community West or Central Valley and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or transaction values, as the case may be, of Community West and Central Valley and the companies to which they were compared. In arriving at its opinion, Piper Sandler did not attribute any particular weight to any analysis or factor that it considered. Rather, Piper Sandler made qualitative judgments as to the significance and relevance of each analysis and factor. Piper Sandler did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, Piper Sandler made its determination as to the fairness of the exchange ratio to the holders of Community West common stock on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

In performing its analyses, Piper Sandler also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of Community West, Central Valley, and Piper Sandler. The analyses performed by Piper Sandler are

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not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Piper Sandler prepared its analyses solely for purposes of rendering its opinion and provided such analyses to Community West’s board of directors at its October 10, 2023 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Piper Sandler’s analyses do not necessarily reflect the value of Community West common stock or Central Valley common stock or the prices at which Community West or Central Valley common stock may be sold at any time. The analyses of Piper Sandler and its opinion were among a number of factors taken into consideration by Community West’s board of directors in making its determination to approve the merger agreement and the analyses described below should not be viewed as determinative of the decision of Community West’s board of directors with respect to the fairness of the exchange ratio.

Summary of Proposed Merger Consideration and Implied Transaction Metrics

Piper Sandler reviewed the financial terms of the proposed merger. Pursuant to the terms of the merger agreement, at the effective time of the merger each share of Community West common stock issued and outstanding immediately prior to the effective time of the merger, except for certain shares as set forth in the merger agreement, shall be converted into the right to receive 0.7900 of a share of Central Valley common stock, without interest thereon. Piper Sandler calculated an aggregate implied transaction value of approximately $99.7 million consisting of the implied value of 8,851,380 shares of Community West common stock and 559,050 options outstanding with a weighted average strike price of $9.99, as provided by Community West senior management, and an implied transaction price per share of $11.19 which was based on the closing price of Central Valley common stock on October 9, 2023. Based upon financial information for Community West as of or for the last twelve months (“LTM”) ended June 30, 2023 and the closing price of Community West’s common stock on October 9, 2023, Piper Sandler calculated the following implied transaction metrics:

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Contribution Analysis

Piper Sandler reviewed the relative contribution of Community West and Central Valley to the pro forma balance sheet and income of the combined entity. This analysis excluded mark-to-market and other transaction-related adjustments. The results of this analysis are set forth in the following table, which also compares the results of this analysis with the implied pro forma ownership percentages of Community West and Central Valley shareholders in the combined company:

Stock Trading History

Piper Sandler reviewed the publicly available historical reported trading prices of Community West common stock and Central Valley common stock for the one-year and three-year periods ended October 9, 2023. Piper Sandler then compared the relationship between the movements in the price of Community West common stock and Central Valley common stock, respectively, to movements in their respective peer groups (as described below) as well as certain stock indices.

Community West’s One-Year Stock Performance

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Community West’s Three-Year Stock Performance

Central Valley’s One-Year Stock Performance

Central Valley’s Three-Year Stock Performance

Comparable Company Analyses

Piper Sandler used publicly available information to compare selected financial information for Community West with a group of financial institutions selected by Piper Sandler. The Community West peer group included publicly traded banks headquartered in California with total assets between $500 million and $2 billion, but excluded targets of announced merger transactions, mutual holding companies and Silvergate Capital Corporation because of its intent to wind down operations and voluntarily liquidate its bank subsidiary (the “Community West Peer Group”). The Community West Peer Group consisted of the following companies:

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The analysis compared publicly available financial information for Community West with corresponding data for the Community West Peer Group as of or for the most recent quarter (“MRQ”) ended June 30, 2023 (unless otherwise noted) with pricing data as of October 9, 2023. The table below sets forth the data for Community West and the median, mean, low and high data for the Community West Peer Group.

Community West Comparable Company Analysis

Piper Sandler used publicly available information to perform a similar analysis for Central Valley by comparing selected financial information for Central Valley with a group of financial institutions selected by Piper Sandler. The Central Valley peer group included major exchange-traded banks headquartered in the Western region of the United States with total assets between $2 billion and $5 billion, but excluded targets of announced merger transactions and mutual holding companies (the “Central Valley Peer Group”). The Central Valley Peer Group consisted of the following companies:

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The analysis compared publicly available financial information for Central Valley with corresponding data for the Central Valley Peer Group as of or for the MRQ ended June 30, 2023 (unless otherwise noted), with pricing data as of October 9, 2023. The table below sets forth the data for Central Valley and the median, mean, low and high data for the Central Valley Peer Group.

Central Valley Comparable Company Analysis

Analysis of Precedent Transactions

Piper Sandler reviewed a group of recent merger and acquisition transactions. The group consisted of nationwide merger of equals transactions, as defined by S&P Capital IQ Pro, involving banks and thrifts nationwide, announced from January 1, 2018 through October 9, 2023 with publicly disclosed deal values less than $500 million, but excluded terminated transactions and the CCF Holding Company, Heritage Bancorporation, Inc. and Providence Bank transaction due to it being a three-party combination (the “Precedent Transactions”).

The Precedent Transactions group was composed of the following transactions:

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Using the latest publicly available information prior to the announcement of the relevant transaction, Piper Sandler reviewed the following transaction metrics: deal value and 1-day market premium. Piper Sandler compared the indicated transaction metrics for the merger to the median, mean, low and high metrics of the Precedent Transactions group.

Net Present Value Analyses

Piper Sandler performed an analysis that estimated the net present value of a share of Community West common stock assuming Community West performed in accordance with publicly available analyst net income and dividends per share estimates for Community West for the years ending December 31, 2023 and December 31, 2024, as well as internal annual asset growth rates for Community West for the years ending December 31, 2023 through December 31, 2027, and an annual earnings per share growth rate and annual dividends per share estimates for Community West for the years ending December 31, 2025 through December 31, 2027, as provided by the senior management of Community West. To approximate the terminal value of a share of Community West common stock at October 9, 2023, Piper Sandler applied price to 2027 earnings multiples ranging from 6.0x to 10.0x and multiples of 2027 tangible book value ranging from 60% to 140%. The terminal values were then discounted to present values using different discount rates ranging from 10.0% to 14.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Community West common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of Community West common stock of $5.89 to $10.66 when applying multiples of earnings and $6.70 to $16.68 when applying multiples of tangible book value.

Earnings Per Share Multiples

Tangible Book Value Per Share Multiples

Piper Sandler also considered and discussed with the Community West board of directors how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To

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illustrate this impact, Piper Sandler performed a similar analysis, assuming Community West’s earnings varied from 20% above estimates to 20% below estimates. This analysis resulted in the following range of per share values for Community West’s common stock, applying the price to 2027 earnings multiples range of 6.0x to 10.0x referred to above and a discount rate of 11.45%.

Earnings Per Share Multiples

Piper Sandler also performed an analysis that estimated the net present value per share of Central Valley common stock, assuming Central Valley performed in accordance with publicly available mean analyst estimates of total assets and net income for Central Valley for the years ending December 31, 2023, and December 31, 2024, as well as estimated annual net income and total assets growth rates for Central Valley for the years ending December 31, 2025, through December 31, 2027, as provided by the senior management of Central Valley. To approximate the terminal value of a share of Central Valley common stock at October 9, 2023, Piper Sandler applied price to 2027 earnings multiples ranging from 6.0x to 11.0x and multiples of 2027 tangible book value ranging from 80% to 140%. The terminal values were then discounted to present values using different discount rates ranging from 10.0% to 14.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Central Valley common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of Central Valley common stock of $9.75 to $19.37 when applying multiples of earnings and $10.15 to $19.38 when applying multiples of tangible book value.

Earnings Per Share Multiples

Tangible Book Value Per Share Multiples

Piper Sandler also considered and discussed with the Community West board of directors how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To

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illustrate this impact, Piper Sandler performed a similar analysis assuming Central Valley’s earnings varied from 20% above estimates to 20% below estimates. This analysis resulted in the following range of per share values for Central Valley common stock, applying the price to 2027 earnings multiples range of 6.0x to 11.0x referred to above and a discount rate of 11.45%.

Earnings Per Share Multiples

Piper Sandler noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

Pro Forma Transaction Analysis

Piper Sandler analyzed certain potential pro forma effects of the merger on Central Valley assuming the transaction closes on June 30, 2024. Piper Sandler utilized the following information and assumptions: (a) publicly available analyst net income and dividends per share estimates for Community West for the years ending December 31, 2023 and December 31, 2024, as well as internal annual asset growth rates for Community West for the years ending December 31, 2023 through December 31, 2027 and an annual earnings per share growth rate and annual dividends per share estimates for Community West for the years ending December 31, 2025, through December 31, 2027, as provided by the senior management of Community West, (b) publicly available mean analyst estimates of total assets and net income for Central Valley for the years ending December 31, 2023 and December 31, 2024, as well as an estimated annual net income and total assets growth rate for Central Valley for the years ending December 31, 2025 through December 31, 2027, as provided by the senior management of Central Valley, and (c) certain assumptions relating to transaction expenses, cost savings, purchase accounting adjustments as well as certain adjustments for CECL accounting standards, as provided by the senior management of Central Valley. The analysis indicated that the merger could be accretive to Central Valley’s estimated earnings per share (excluding one-time transaction costs and expenses) in the years ending December 31, 2024, through December 31, 2027 and dilutive to Central Valley’s estimated tangible book value per share at close and through December 31, 2025.

In connection with this analysis, Piper Sandler considered and discussed with Community West’s board of directors how the analysis would be affected by changes in the underlying assumptions, including the impact of final purchase accounting adjustments determined at the closing of the transaction, and noted that the actual results achieved by the combined company may vary from projected results and the variations may be material.

Piper Sandler’s Relationship

Piper Sandler is acting as Community West’s financial advisor in connection with the merger and will receive a fee for such services in an amount equal to 1.50% of the aggregate purchase price, which fee is contingent upon the closing of the merger. At the time of announcement of the merger, Piper Sandler’s fee was approximately $1,495,000. Piper Sandler also received a $300,000 fee from Community West upon rendering its opinion, which opinion fee will be credited in full towards the transaction fee which will become payable to Piper Sandler upon closing of the merger. Community West has also agreed to indemnify Piper Sandler against certain claims and

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liabilities arising out of Piper Sandler’s engagement and to reimburse Piper Sandler for certain of its out-of-pocket expenses incurred in connection with Piper Sandler’s engagement.

Piper Sandler did not provide any other investment banking services to Community West in the two years preceding the date of its opinion, nor did Piper Sandler provide any investment banking services to Central Valley in the two years preceding the date of its opinion. In the ordinary course of Piper Sandler’s business as a broker-dealer, Piper Sandler may purchase securities from and sell securities to Community West, Central Valley and their respective affiliates. Piper Sandler may also actively trade the equity and debt securities of Community West, Central Valley and their respective affiliates for Piper Sandler’s account and for the accounts of Piper Sandler’s customers.

Opinion of Central Valley’s Financial Advisor

Central Valley retained Janney to render financial advisory and investment banking services to Central Valley. As part of its engagement, Janney agreed to assist Central Valley in analyzing, structuring, negotiating and, if appropriate, effecting a transaction between Central Valley and another corporation or business entity. Janney also agreed to provide Central Valley’s board of directors with an opinion as to the fairness, from a financial point of view, to Central Valley of the merger consideration to be paid to the holders of Community West’s common stock in the proposed merger. Central Valley engaged Janney because Janney is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger and is familiar with Central Valley and its business. As part of its investment banking business, Janney is continually engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

On October 10, 2023, the Central Valley board of directors held a meeting to evaluate the proposed merger. At this meeting, Janney reviewed the financial aspects of the proposed merger and rendered an opinion to the Central Valley board of directors that, as such date and based upon and subject to assumptions made, procedures followed, matters considered and limitations on the review undertaken, the merger consideration to be paid to the holders of Community West’s common stock was fair, from a financial point of view, to Central Valley in the proposed merger.

The full text of Janney’s written opinion, dated October 10, 2023, is attached as Annex C to this joint proxy statement/prospectus and is incorporated herein by reference. The description of the opinion set forth herein is qualified in its entirety by reference to the full text of such opinion. Central Valley’s shareholders are urged to read the opinion in its entirety.

Janney’s opinion speaks only as of the date of the opinion and Janney undertakes no obligation to revise or update its opinion. The opinion is directed to the Central Valley board of directors and addresses only the fairness, from a financial point of view, to Central Valley of the merger consideration to be paid to the holders of Community West’s common stock in the proposed merger. The opinion does not address, and Janney expresses no view or opinion with respect to: (i) the underlying business decision of Central Valley to engage in the merger; (ii) the relative merits or effect of the merger as compared to any alternative business transactions or strategies that may be or may have been available to or contemplated by Central Valley or Central Valley’s board of directors; or (iii) any legal, regulatory, accounting, tax or similar matters relating to Central Valley, its shareholders or relating to or arising out of the merger. The opinion expresses no view or opinion as to any terms or other aspects of the merger, except for the merger consideration. Central Valley and Community West determined the merger consideration through the negotiation process. The opinion does not express any view as to the amount or nature of the compensation to any of Central Valley’s or Community West’s officers, directors or employees, or any class of such persons, relative to the merger consideration, or with respect to the fairness of any such compensation. The opinion has been reviewed and approved by Janney’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

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The following is a summary of the analyses performed by Janney in connection with its fairness opinion. Certain analyses were confirmed in a presentation to the board of directors of Central Valley by Janney. The summary set forth below does not purport to be a complete description of either the analyses performed by Janney in rendering its opinion or the presentation delivered by Janney to the board of directors of Central Valley, but it does summarize all of the material analyses performed and presented by Janney.

The preparation of a fairness opinion involves various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances. In arriving at its opinion, Janney did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Janney may have given various analyses more or less weight than other analyses. Accordingly, Janney believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, without considering all factors, could create an incomplete view of the process underlying the analyses set forth in its report to the board of directors of Central Valley and its fairness opinion.

In performing its analyses, Janney made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Central Valley or Community West. The analyses performed by Janney are not necessarily indicative of actual value or actual future results, which may be significantly more or less favorable than suggested by such analyses. Such analyses were prepared solely as part of Janney’s analysis of the fairness of the merger consideration, from a financial point of view, to Central Valley shareholders. The analyses do not purport to be an appraisal or to reflect the prices at which a company might actually be sold or the prices at which any securities may trade at the present time or at any time in the future. Janney’s opinion does not address the relative merits of the merger as compared to any other business combination in which Central Valley might engage. In addition, as described above, Janney’s opinion was one of many factors taken into consideration by the board of directors of Central Valley in making its determination to approve the Agreement.

During the course of its engagement and as a basis for arriving at its opinion, Janney:

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Janney also took into account its assessment of general economic, market and financial conditions and our experience in other transactions as well as its knowledge of the banking industry and its general experience in securities valuation.

In arriving at its opinion, Janney has assumed, without independent verification, the accuracy and completeness of the financial and other information and representations contained in the materials provided by Central Valley and Community West and in the discussions with Central Valley’s and Community West’s respective management teams. Janney has not independently verified the accuracy or completeness of any such information. Janney has further relied upon the assurances of the management of Central Valley and Community West that the financial information provided has been prepared on a reasonable basis in accordance with industry practice, and that they are not aware of any information or facts that would make any information provided to Janney incomplete or misleading. Without limiting the generality of the foregoing, for the purpose of its analyses and its opinion, Janney has assumed that, with respect to financial forecasts, estimates and other forward-looking information reviewed, that such information has been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of the management of Central Valley and Community West (as the case may be) as to the expected future results of operations and financial condition of Central Valley and Community West and the other matters covered thereby.

Janney has also assumed that the financial estimates and estimates and allowances regarding under-performing and nonperforming assets and net charge-offs have been reasonably prepared on a basis reflecting the best currently available information, judgments and estimates of Central Valley and Community West and that such estimates will be realized in the amounts and at the times contemplated thereby. Janney is not an expert in the evaluation of loan and lease portfolios for purposes of assessing the adequacy of the allowances for losses with respect thereto and have assumed and relied upon management’s estimates and projections. Janney was not retained to and did not conduct a physical inspection of any of the properties or facilities of Central Valley or Community West or their respective subsidiaries. In addition, Janney has not reviewed individual credit files nor has Janney made an independent evaluation or appraisal of the assets and liabilities of Central Valley or Community West nor any of their respective subsidiaries, and Janney was not furnished with any such evaluations or appraisals.

Summary of Proposed Merger Consideration and Implied Transaction Metrics.

Pursuant to the merger agreement, and subject to the terms, conditions and limitations set forth therein, and for purposes of its opinion, Janney understood that, subject to potential adjustments as described in the merger agreement, each outstanding share of Community West’s common stock (including restricted shares) will be converted into the right to receive 0.79 shares of Central Valley’s common stock and outstanding options for Community West’s common stock will be converted into the right to receive corresponding options for Central Valley’s common stock, which, based on Central Valley’s closing stock price of $14.16 on October 9, 2023, results in the expected consideration to be given by Central Valley to acquire all of the equity interests in Community West having an aggregate value of approximately $99.7 million. Based upon the unaudited financial information of Community West as of and for the twelve months ended June 30, 2023, and market data as of October 9, 2023, Janney calculated the following transaction multiples:

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Relative Contribution Analysis

Janney analyzed the relative standalone contribution of Central Valley and Community West to certain financial and operating metrics and the market capitalization for the pro forma company resulting from the proposed merger. To perform this analysis, Janney used: (i) balance sheet projected at close and LTM net income data for Central Valley and Community West as of June 30, 2023; (ii) net income consensus “street estimates” for Central Valley and Community; and (iii) market data as of October 9, 2023. This relative contribution analysis excluded mark-to-market and other transaction-related adjustments, such as, but not limited to, potential cost savings and potential synergies as a result of the proposed merger.

The results of this analysis are set forth in the following table, which also compares the results of this analysis with the implied pro forma ownership percentages of Central Valley shareholders and Community West shareholders, respectively, in the combined company based on the exchange ratio in the proposed merger.