OptimumBank Holdings, Inc. Announces Capital Structure Enhancements Reflecting Strong Institutional and Insider Alignment

Rhea-AI Summary

OptimumBank Holdings (NYSE: OPHC) announced a year-end capital structure modernization finalized with major institutional and insider stakeholders to support asset growth beyond a $1.1 billion milestone.

Key actions include AllianceBernstein increasing economic exposure (including converting 350,000 common shares into preferred in October 2025), restating Series B preferred into a single unified series, modernizing conversion mechanics, and including Series B in diluted share counts and diluted EPS with retrospective disclosure. As-converted common and preferred totaled 23,523,473 shares and fully diluted tangible book value was approximately $4.97 per share as of Q3 2025.

Positive

• AllianceBernstein converted 350,000 common shares to preferred (Oct 2025)
• Series B restated into a single unified series, simplifying structure
• Series B now included in diluted share counts and diluted EPS
• As-converted common and preferred totaled 23,523,473 shares (Q3 2025)
• Fully diluted tangible book value ≈ $4.97 per share (Q3 2025)

Negative

• Series B conversion would represent 11,113,889 common shares if converted
• Inclusion of Series B in diluted EPS may lower reported EPS retrospectively

Key Figures

Common-to-preferred conversion 350,000 shares Common stock converted into preferred stock in October 2025

Series B as-converted 11,113,889 shares Potential common shares if all Series B Preferred convert

Series C as-converted 875,641 shares Potential common shares if all Series C Preferred convert

As-converted share count 23,523,473 shares Common and preferred equity on as-converted basis, Q3 2025

Tangible book value $4.97 per share Fully diluted tangible book value as of Q3 2025

Asset milestone $1.1 billion Asset level the company aims to grow beyond

Market Reality Check

$4.33 Last Close

Volume Volume 23,525 is below its 20-day average of 35,944 (relative volume 0.65x). low

Technical Shares at $4.24 are trading slightly below the $4.26 200-day moving average and 14.17% below the 52-week high.

Peers on Argus

OPHC slipped 0.24% with mixed regional-bank peers: ASRV up 5.12%, TCBS up 3.33%, BAFN and MBBC modestly positive, HFBL down 1.11%. Moves do not indicate a unified sector trend.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 09	Insider purchase, results	Positive	+1.4%	Director share purchase alongside management highlighting strongest quarter and earnings growth.
Nov 12	Q3 2025 earnings	Positive	-0.6%	Strong Q3 net earnings, deposit and asset growth, and robust profitability metrics reported.
Nov 06	Earnings date notice	Neutral	+0.1%	Announcement of upcoming Q3 2025 results release and related earnings webcast scheduling.
Oct 24	NYSE bell ceremony	Positive	+2.5%	Opening bell event marking 25 years, >$1B assets, and record 2025 earnings milestones.
Oct 15	Conference appearance	Neutral	+1.2%	LD Micro Main Event presentation to investors, expanding visibility via conference exposure.

Pattern Detected

News has generally coincided with modest positive price moves, though one strong quarterly update saw a small negative reaction, indicating occasional divergences on earnings details.

Recent Company History

Over the last several months, OptimumBank reported record performance, including $4.32M in Q3 2025 net earnings and surpassing $1B in assets, while celebrating its 25th anniversary and increasing conference visibility. Insider activity included a director’s 7,600-share trade at $4.09. Reactions to these updates were mostly mildly positive, with one earnings release drawing a small decline. Today’s capital-structure modernization and alignment with AllianceBernstein builds on that profitability and balance-sheet growth narrative.

Market Pulse Summary

This announcement highlights a comprehensive capital-structure modernization, including Series B simplification, clearer diluted EPS treatment, and illustrative as-converted metrics totaling 23,523,473 shares and fully diluted tangible book value of about $4.97 per share. Combined with AllianceBernstein’s structured exposure and prior earnings strength, investors may focus on ongoing asset growth beyond the $1.1 billion level and governance alignment when assessing future updates.

Key Terms

non-voting equity financial

"conversion of a portion of its holdings into non-voting equity."

Non-voting equity is an ownership stake in a company that gives holders a share of profits and potential value gains but does not grant the right to vote on corporate decisions like board elections or major policy changes. Investors care because it offers economic exposure—similar to riding in a car and sharing the fare—without influence over direction, which affects control, governance risk, and how much say they have in protecting their investment.

preferred stock financial

"amended and restated the terms of its Series B Preferred Stock to enhance clarity"

Preferred stock is a type of ownership in a company that typically offers investors higher and more consistent dividend payments than common stock. Unlike regular shares, preferred stock usually doesn’t come with voting rights but provides a priority claim on the company’s assets and profits, making it a more stable and predictable investment option. This makes preferred stock attractive to those seeking steady income with lower risk.

diluted earnings-per-share financial

"included in diluted common share counts and diluted earnings-per-share calculations"

Diluted earnings-per-share (diluted EPS) shows how much profit each share would get if all possible additional shares—like stock options, convertible bonds, or warrants—were turned into ordinary shares. Think of a company’s profit as a pie: diluted EPS tells you how big each slice would be if the pie were divided among every potential shareholder. Investors use it to see a more conservative, ‘worst-case’ per-share profit and to judge dilution risk when comparing companies.

liquidation preference financial

"defined by its legacy conversion mechanics and liquidation preference."

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

tangible book value financial

"corresponding to a fully diluted tangible book value of approximately $4.97 per share."

Tangible book value is the accounting measure of a company’s net worth after removing intangible items like goodwill, patents and trademarks, leaving only physical and financial assets minus liabilities. For investors it offers a clearer view of the company’s hard-asset backing per share—like estimating the cash you could get by selling the furniture, machinery and cash in a house—helping gauge downside risk and whether a stock may be cheaply valued.

form 8k regulatory

"The Form 8K and 13G detailing the above transactions is available"

A Form 8-K is a public filing that U.S. listed companies must submit quickly to disclose major, time-sensitive events—like leadership changes, sudden financial problems, deals, or legal issues—to the regulator that oversees public markets. Think of it as an official newsflash: investors use it to learn about developments that could change a company’s outlook or risk profile, and markets often react once new information in an 8-K becomes known.

13g regulatory

"The Form 8K and 13G detailing the above transactions is available"

A 13G is a publicly filed notice with the U.S. securities regulator that someone owns a significant stake (typically more than 5%) of a company’s stock but says they are a passive investor rather than trying to take control. It matters to investors because it reveals who holds large blocks of shares — like a posted seating chart — which can influence stock stability, voting outcomes and the likelihood of activist moves or changes in management strategy.

AI-generated analysis. Not financial advice.

Fort Lauderdale, Florida--(Newsfile Corp. - January 5, 2026) - OptimumBank Holdings, Inc. (NYSE American: OPHC) (the "Company") is pleased to provide a year-end update on the successful completion of a comprehensive modernization of its capital structure. This strategic initiative, finalized through a series of coordinated actions by the Company’s largest institutional and insider stakeholders, establishes a transparent and high-performance equity foundation as the Company prepares for its next phase of asset growth.

AllianceBernstein Deepens Long-Term Alignment

As part of its ongoing investment strategy, AllianceBernstein, a leading global asset manager, has continued to increase its economic exposure to the Company in a manner designed to support the Company’s long-term growth while maintaining appropriate ownership levels.

Over the last two years, AllianceBernstein increased its investment through a combination of open-market purchases, direct investments in both common and preferred equity, and a conversion of a portion of its holdings into non-voting equity. Most recently, in October 2025, AllianceBernstein elected to rebalance a portion of its holdings by converting 350,000 shares of common stock into preferred stock. This structure allows AllianceBernstein to increase its economic exposure to the Company in a manner consistent with applicable ownership limits and regulatory requirements, while maintaining appropriate governance alignment.

The non-voting shares are fully exchangeable into voting common stock, providing flexibility over time while allowing AllianceBernstein to support the Company’s growth without increasing voting control.

“This approach reflects AllianceBernstein’s long-term confidence in the Company and OptimumBank’s management team,” said Moishe Gubin, Chairman of OptimumBank Holdings, Inc. “It allows a valued institutional partner to increase its economic alignment with the Company while maintaining appropriate governance balance.”

Capital Structure Simplification and Long-Term Insider Alignment

As part of the comprehensive modernization of its capital structure, the Company amended and restated the terms of its Series B Preferred Stock to enhance clarity, consistency, and transparency for investors.

In connection with this amendment, the Series B Preferred Stock was restated into a single, unified series, eliminating historical sub-series and simplifying disclosure. Conversion mechanics were modernized and standardized, providing greater consistency with the Company’s broader capital framework. The Series B Preferred Stock is now included in diluted common share counts and diluted earnings-per-share calculations, improving comparability and transparency across reporting periods. The Company retrospectively updated diluted earnings-per-share disclosures to reflect this improved presentation.

Importantly, there was no economic benefit to management from this change. Instead, the amendment was undertaken to reduce complexity, eliminate confusion around potential dilution, and enhance the clarity of the Company’s financial reporting for shareholders and analysts. The Series B Preferred Stock does not provide dividend income or additional economic participation and is defined by its legacy conversion mechanics and liquidation preference. It is not designed as a yield-bearing or economically advantaged share. The Company’s Series C Preferred Stock, which is convertible on a one-for-one basis into common stock, is structured to align more directly with common equity ownership.

For illustrative and analytical purposes, if converted, the Company’s outstanding Series B Preferred Stock would represent an aggregate of 11,113,889 shares of common stock, and the Company’s outstanding Series C Preferred Stock would represent 875,641 shares of common stock. As of the end of the third quarter of 2025, the Company’s common and preferred equity, on an as-converted basis, totaled 23,523,473 shares outstanding, corresponding to a fully diluted tangible book value of approximately $4.97 per share. This presentation is intended to provide additional transparency into the Company’s capital structure and balance sheet strength and does not reflect an expectation of conversion.

The Series B amendment was approved by the holders of the Series B preferred stock, including Chairman Moishe Gubin and Director Michael Blisko, who together have been long-standing investors in OptimumBank Holdings, Inc.

“OptimumBank Holdings, Inc. is at a very different stage today than when these preferred securities were originally issued,” said Moishe Gubin, Chairman of the Board. “These changes were made deliberately and with a long-term perspective. We believed it was important to simplify the capital structure, improve transparency, and ensure the framework reflects the strength and scale of the institution we have built. The coordinated efforts between our major institutional partners and our Board reflect a unified conviction in the Company’s future. By optimizing our equity classes and increasing our structural capacity, we are ensuring that our capital architecture is built to support OptimumBank’s push past its current $1.1 billion asset milestone. Michael and I are proud to lead this effort to clear the path for the next chapter of our community banking success, while remaining fully aligned with shareholders and focused on supporting the Company’s continued growth, market presence, and long-term value creation.”

With strong institutional participation, aligned insider ownership, and a streamlined capital structure, the Company believes it is well positioned to continue executing on its growth strategy while maintaining flexibility, transparency, and discipline in the public markets. 

The Form 8K and 13G detailing the above transactions is available on the SEC's website at www.sec.gov.

About OptimumBank Holdings, Inc.
OptimumBank Holdings, Inc. is the corporate parent company of OptimumBank, formed in 2004. OptimumBank was founded in 2000 in Ft. Lauderdale, Florida. Our customers found a bank that is strongly service oriented with reasonable fees, unseen at larger financial institutions. OptimumBank is committed to supporting economic development and social progress through responsible banking and community partnerships. OptimumBank's business and financial solutions include: Business Banking, Business Lending, SBA Lending Solutions, Treasury Management, and Personal Banking.

Note Regarding Forward-Looking Statements
Certain statements in this press release are "forward-looking statements" within the meaning of the rules and regulations of the Private Securities Litigation and Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. These statements are not guarantees of future results or occurrences and are subject to change, possibly materially. See "Note Regarding Forward-Looking Statements" and the sections entitled "Risk Factors" in the Company's filings with the Securities and Exchange Commission which are available on OptimumBank's website (Investor Relations - OptimumBank) and on the Securities and Exchange Commission's website (www.sec.gov). Any forward-looking statements made by or on behalf of OptimumBank speak only as to the date they are made, and OptimumBank does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made.

SOURCE: OptimumBank Holdings, Inc.

Investor Relations & Corporate Relations
Contact: Seth Denison
Telephone: (305) 401-4140 / SDenison@OptimumBank.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/279246

FAQ

What capital structure changes did OptimumBank Holdings (OPHC) announce on January 5, 2026?

OPHC restated Series B into a single series, modernized conversion mechanics, and included Series B in diluted share counts and diluted EPS.

How many shares would Series B preferred convert into for OPHC if converted?

The Company stated Series B preferred would represent an aggregate of 11,113,889 common shares if converted.

What was OptimumBank's fully diluted tangible book value reported after the changes?

The fully diluted tangible book value was approximately $4.97 per share as of Q3 2025.

How did AllianceBernstein change its position in OPHC in October 2025?

AllianceBernstein converted 350,000 common shares into preferred stock in October 2025 to increase economic exposure.

How many total as-converted shares did OPHC report after the capital modernization?

OPHC reported 23,523,473 common and preferred shares on an as-converted basis as of Q3 2025.

Will the Series B amendment affect OPHC earnings-per-share reporting?

Yes; Series B is now included in diluted EPS calculations and the Company retrospectively updated diluted EPS disclosures.