OptimumBank Holdings, Inc. filings document the regulatory record for a Florida bank holding company that owns OptimumBank, OptimumFunding, LLC and OptimumFinance, LLC. Its 8-K reports cover unaudited operating results, financial condition presentations, Regulation FD disclosures, executive leadership changes, subsidiary formation, and material equity transactions.
Proxy and annual meeting filings document director elections, auditor ratification, shareholder voting results, and amendments to the company's capital structure, including authorization of nonvoting common stock. Other disclosures address exchanges of Series B Convertible Preferred Stock into common stock, governance matters, and the capital and operating structure of the bank and non-bank lending subsidiaries.
OptimumBank Holdings, Inc. (OPHC) is conducting an exchange offer for up to $35,000,000 of its 7.50% Fixed-to-Floating Rate Subordinated Notes due 2036, swapping all outstanding unregistered notes for registered notes with substantially identical economic terms. The offer expires at 5:00 p.m. New York City time on October 30, 2026, unless extended, and is made to satisfy a registration rights agreement with the original purchasers.
The exchange will not generate cash proceeds for the company and is intended to improve transferability for holders; the exchange is generally not a taxable event for U.S. federal income tax purposes. The notes mature on September 1, 2036, pay a fixed 7.50% coupon until September 1, 2031, then float at Three-Month Term SOFR plus 340 bps. At June 30, 2026, OptimumBank reported $1.40 billion in assets, $1.20 billion in net loans, $1.21 billion in deposits and $134.38 million in stockholders’ equity, with first-half 2026 net income of $11.32 million.
OptimumBank Holdings, Inc. (OPHC) has filed a Form S-4 to register an exchange offer for up to $35,000,000 in aggregate principal amount of its 7.50% Fixed-to-Floating Rate Subordinated Notes due 2036. Holders may exchange any and all outstanding unregistered notes (Old Notes) for an equal principal amount of registered notes (New Notes).
The New Notes are substantially identical to the Old Notes but are registered, generally free of transfer restrictions, and carry no registration rights or related additional-interest provisions. The company will receive no cash proceeds from the exchange, and all tendered Old Notes will be cancelled so total indebtedness does not increase.
At June 30, 2026, OPHC reported $1.40 billion in total assets, $1.20 billion in net loans, $1.21 billion in deposits, stockholders’ equity of $134.38 million, and net income of $11.32 million for the first half of 2026, up from $7.47 million in the prior-year period.
OptimumBank Holdings, Inc. (OPHC) entered into a Subordinated Note Purchase Agreement with institutional accredited investors and qualified institutional buyers and issued $35.0 million of 7.50% Fixed-to-Floating Rate Subordinated Notes due 2036 in a private placement under Section 4(a)(2) and Rule 506(b).
The Notes bear a fixed interest rate of 7.50% per year from August 19, 2026 to, but excluding, September 1, 2031, then reset quarterly to three-month term SOFR plus 340 basis points until maturity or earlier redemption. They mature on September 1, 2036, are redeemable at the Company’s option at par plus accrued interest on or after September 1, 2031 (and earlier only in limited circumstances), are unsecured and subordinated, and are intended to qualify as Tier 2 capital. A Registration Rights Agreement provides for an exchange offer into registered subordinated notes, with additional interest payable if registration obligations are not met.
AllianceBernstein L.P., a Delaware limited partnership and majority-owned subsidiary of Equitable Holdings, Inc., reported beneficial ownership of 616,168 shares of OptimumBank Holdings Inc. common stock as of June 30, 2026. This position represents 5.0% of the outstanding common stock.
AllianceBernstein has sole voting and sole dispositive power over all 616,168 shares, with no shared voting or dispositive authority. The shares were acquired solely for investment purposes on behalf of client discretionary investment advisory accounts, and AllianceBernstein states it operates under independent management from Equitable Holdings.
OptimumBank Holdings, Inc. reported a strong second quarter of 2026, highlighting record quarterly net income and rapid balance sheet growth. Net income was $6.66 million, or $0.40 basic and $0.28 diluted EPS, supported by pretax income of $8.84 million. Management noted that based on a current quarterly earnings run rate of approximately $0.28 per share, it is raising its forward-looking annual earnings estimate to a range of $1.00–$1.15 per share.
Total assets surpassed $1.40 billion, with gross loans at $1.22 billion and deposits at $1.21 billion. Net interest income reached $14.7 million, while total interest income was $21.7 million. Net interest margin expanded to 4.57%, and core pretax, preprovision earnings were $8.8 million, producing an annualized core ROE of 26.9%. Credit quality remained strong with nonperforming assets at 0.22% of total assets, an allowance for credit losses of 0.91% of loans, and net charge-offs of 0%.
Since 2022, total assets, loans, and deposits have grown at compound annual growth rates above 28%. The company simplified its capital structure by exchanging all Series B and C convertible preferred stock into non-voting common stock and reported tangible book value per diluted share of $5.65. Management emphasized a relationship-based community banking strategy, continued lending platform expansion, and disciplined risk management.
OptimumBank Holdings, Inc. reported strong growth for the six months ended June 30, 2026. Total assets rose to $1.4 billion from $1.1 billion at December 31, 2025, driven mainly by a $257.1 million increase in net loans to $1.2 billion. Deposits grew to $1.21 billion, up $282.3 million over year-end.
Net income for the first half of 2026 was $11.3 million, compared with $7.5 million a year earlier, with basic EPS of $0.79 and diluted EPS of $0.48. Return on average assets was 1.81% and return on average equity 17.81%. Net interest income increased to $27.9 million for the six months, supported by higher loan balances, while credit costs remained modest with a total credit loss expense of $0.7 million and an allowance for credit losses of $11.0 million.
Stockholders’ equity rose to $134.4 million, though the equity-to-assets ratio declined to 9.59%. The company completed exchanges of all outstanding Series B and C preferred shares into 11.46 million shares of Nonvoting Common Stock and raised $0.95 million of additional common equity under its at-the-market program. The bank remained well capitalized, with Tier 1 capital to total assets of 10.54%, and continued executing its strategic plan focused on commercial real estate, specialized lending subsidiaries, and treasury management growth.
OptimumBank Holdings, Inc. reported strong second-quarter 2026 results, with net income of $6.7 million, or $0.40 per basic share and $0.28 per diluted share, up from $4.7 million in the first quarter and $3.6 million a year earlier. For the six months ended June 30, 2026, net income was $11.3 million versus $7.5 million in the prior-year period, driven mainly by an $8.2 million increase in net interest income and $1.2 million higher noninterest income.
Total assets reached $1.4 billion, with gross loans of $1.2 billion and deposits of $1.2 billion, reflecting quarter-over-quarter growth of $132.2 million, $126.2 million, and $121.2 million, respectively. Net interest income rose to $14.7 million and net interest margin improved to 4.57%. Asset quality remained solid, with net charge-offs of $11,000, nonaccrual loans of $2.1 million, and an allowance for credit losses of $11.0 million, or 0.91% of total loans. The Tier 1 leverage ratio was 10.54%.
Leadership changes were completed as Chairman Moishe Gubin became Chief Executive Officer and Braden R. Smith joined as Bank President. OptimumFinance, LLC funded its first $14.2 million loan using a $14.0 million note payable guaranteed by the company. Shareholders’ equity increased to $134.4 million, and tangible book value per diluted share rose to $5.65.
OptimumBank Holdings, Inc. reported stronger results for the three months ended March 31, 2026. Total assets rose to $1.27 billion from $1.11 billion as loans grew to $1.09 billion and deposits to $1.09 billion. Net income increased to $4.7 million, with basic and diluted EPS of $0.39 and $0.20, up from $0.33 and $0.17 a year earlier. Net interest income climbed to $13.2 million, and net interest margin improved to 4.49%. The allowance for credit losses was $11.1 million, or 1.01% of loans. The Bank remained well capitalized, with Tier 1 capital to total assets of 10.74%. The company continued raising equity through its ATM program, exchanged preferred shares for common stock, and outlined plans to convert preferred shares into nonvoting common stock.
OptimumBank Holdings, Inc. announced a planned leadership transition. On May 1, 2026, Timothy Terry retired as principal executive officer of the company and as President and Chief Executive Officer of its banking subsidiary, OptimumBank, and will assist with the leadership transition.
Effective the same date, Chairman of the Board Moishe Gubin was appointed Chief Executive Officer and principal executive officer of OptimumBank Holdings, Inc., and Chief Executive Officer of OptimumBank. The bank also appointed Braden R. Smith, age 52, as President, bringing prior senior roles at Amerant Bank and Wintrust Financial Corporation.