CW BANCORP (the “Company”) (OTCQX: CWBK), the parent company of CommerceWest Bank (the “Bank”), today announced the closing of its private placement of $17.5 million aggregate principal amount 3.75% Fixed-to-Floating Rate Subordinated Notes (the “Notes”). The Notes will mature on December 15, 2031 and will initially bear interest at a rate equal to 3.75% per annum from and including December 2, 2021 to, but excluding, December 15, 2026, payable semiannually in arrears. Thereafter, the Notes will bear interest at a floating rate per annum equal to a benchmark rate, which is expected to be the Three-Month Term Secured Overnight Financing Rate, plus a spread of 256 basis points, payable quarterly in arrears. The Notes are intended to qualify as Tier 2 capital for regulatory purposes.

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“We are pleased with the results of our subordinated debt capital raise and would also like to thank the Janney Montgomery Scott and Piper Sandler teams,” said Ivo A. Tjan, Chairman and CEO. “This raise will support our continued balance sheet growth, further strengthen our business model and allow us to expand our assistance to the local business community.”

The Company intends to use the net proceeds from this offering for general corporate purposes, the maintenance of required regulatory capital at the Bank, and to support the Company’s and Bank’s future growth.

Janney Montgomery Scott LLC acted as lead placement agent, with Piper Sandler & Co. as co-placement agent for the Notes. Manatt, Phelps & Phillips, LLP served as counsel to the Company. Stuart|Moore|Staub served as counsel to Janney Montgomery Scott LLC.

CommerceWest Bank is determined to redefine banking for small and medium sized businesses by delivering on customized products and services. Founded in 2001 and headquartered in Irvine, California, the Bank serves businesses throughout the state of California with our digital banking platform. By employing a strategically selected team of experienced professionals, we will provide flexibility, and create a complete, safe and sound banking experience for each client. We provide a wide range of commercial banking services, including remote deposit solution, NetBanker online banking, mobile banking, lines of credit, M&A / working capital loans, commercial real estate loans, SBA loans and treasury management services.

Mission Statement: CommerceWest Bank will create a complete banking experience for each client, catering to businesses and their specific banking needs, while accommodating our clients and providing them high-quality, low stress and personally tailored banking and financial services.

Please visit www.cwbk.com to learn more about the bank. “BANK ON THE DIFFERENCE”

Forward Looking Statements

This press release may contain forward-looking statements. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. The forward-looking statements are based on managements’ expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include, without limitation, our ability to successfully utilize the funds raised in the sub-debt offering to profitably support our earnings and growth; our borrowers’ actual payment performance as loan deferrals related to the COVID-19 pandemic expire, changes to statutes, regulations, or regulatory policies or practices as a result of, or in response to COVID-19, including the potential adverse impact of loan modifications and payment deferrals implemented consistent with recent regulatory guidance, the Company’s ability to effectively execute its business plans; changes in general economic and financial market conditions; government supervision and regulation and the results of regulatory examinations and reviews relating to the Company and the Bank; changes in interest rates; changes in the competitive environment; continuing consolidation in the financial services industry; new litigation or changes in existing litigation; losses, customer bankruptcy, claims and assessments; changes in banking regulations or other regulatory or legislative requirements affecting the Company’s business; international developments; and changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies. The Company undertakes no obligation to release publicly the results of any revisions to the forward-looking statements included herein to reflect events or circumstances after today, or to reflect the occurrence of unanticipated events, except as required by law. The Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

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