OptimumBank (NASDAQ: OPHC) sells 7.5% notes due 2036 in private deal

Q: What type of debt security did OPHC issue in August 2026?

OptimumBank Holdings, Inc. issued $35.0 million of 7.50% Fixed-to-Floating Rate Subordinated Notes due 2036 in a private placement to institutional accredited investors and qualified institutional buyers under Section 4(a)(2) and Rule 506(b) of the Securities Act.

Q: What are the interest terms of OPHC’s new subordinated notes (OPHC)?

The Notes pay a 7.50% fixed annual rate from August 19, 2026 to September 1, 2031, then reset quarterly to the three-month term SOFR plus 340 basis points until maturity or earlier redemption, with potential use of an alternative benchmark rate as provided in the terms.

Q: When do OPHC’s subordinated notes mature and when are they callable?

The subordinated notes mature on September 1, 2036. OptimumBank may redeem them, at its option, on or after September 1, 2031 in whole or in part, and prior to that date only in limited circumstances specified in the Indenture, at 100% of principal plus accrued interest.

Q: How will OptimumBank Holdings, Inc. (OPHC) use the proceeds from the note issuance?

OptimumBank states it intends to use the net proceeds from the sale of the $35.0 million subordinated notes for general corporate purposes, without further breakdown of specific projects, repayment plans, or investments tied to this issuance.

Q: Do OPHC’s new subordinated notes qualify as regulatory capital?

The Company states the Notes are intended to qualify as Tier 2 capital for regulatory capital purposes. They are unsecured, subordinated obligations of OptimumBank and rank junior in right of payment to the Company’s current and future senior indebtedness.

Q: What registration rights are associated with OPHC’s subordinated notes?

Under a Registration Rights Agreement, OptimumBank agreed to pursue an exchange of the privately placed Notes for registered subordinated notes with substantially the same terms. If it fails to meet registration obligations, it must pay additional interest to noteholders.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Filing Explained

The financing leaves OptimumBank with unsecured, subordinated debt that ranks behind senior indebtedness, has no subsidiary guarantee, and cannot be redeemed at holders’ demand or converted except through the registration-related exchange offer.

8-K Event Classification

4 items: 1.01, 2.03, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Subordinated notes principal: $35.0 million Fixed interest rate: 7.50% per year Floating spread over SOFR: 340 basis points +3 more

6 metrics

Subordinated notes principal $35.0 million Aggregate principal amount of 7.50% Fixed-to-Floating Rate Subordinated Notes issued

Fixed interest rate 7.50% per year Interest rate from August 19, 2026 to, but excluding, September 1, 2031

Floating spread over SOFR 340 basis points Margin over three-month term SOFR during floating-rate period from September 1, 2031

Maturity date September 1, 2036 Stated maturity of the subordinated notes

First optional call date September 1, 2031 Date on or after which the Company may redeem the Notes at its option

Issue date August 19, 2026 Date the Company entered into the Purchase Agreement and issued the Notes

Key Terms

Subordinated Notes, Fixed-to-Floating Rate, Tier 2 capital, Registration Rights Agreement, +1 more

5 terms

Subordinated Notes financial

"the Company sold and issued $35.0 million in aggregate principal amount of its 7.50% Fixed-to-Floating Rate Subordinated Notes due 2036"

Subordinated notes are loans companies issue that rank below other debts for repayment, meaning holders get paid only after higher-priority creditors if the issuer runs into trouble. Because they act like being farther back in line at a buffet, they usually offer higher interest to compensate for greater risk, so investors watch them for potential higher returns but also increased chance of loss and sensitivity to the issuer’s financial health.

Fixed-to-Floating Rate financial

"its 7.50% Fixed-to-Floating Rate Subordinated Notes due 2036"

A fixed-to-floating rate is a type of loan or investment that starts with a fixed interest rate for a certain period, meaning the payments stay the same, then switches to a variable rate that can change over time based on market conditions. This matters because it offers the stability of fixed payments initially, but also the flexibility to benefit if interest rates drop later.

Tier 2 capital financial

"The Notes are intended to qualify as Tier 2 capital of the Company for regulatory capital purposes"

Tier 2 capital is the secondary cushion a bank holds to absorb losses after its core capital is used, made up of items like long-term subordinated debt and certain reserves. Think of it as a backup battery that kicks in only after the main battery fails; it matters to investors because its size and quality affect a bank’s regulatory strength, creditworthiness, and the safety of dividends and bond payments under stress.

Registration Rights Agreement regulatory

"the Company entered into a Registration Rights Agreement with the Purchasers"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Indenture regulatory

"The Company issued the Notes under an Indenture, also dated August 19, 2026"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

FAQ

What type of debt security did OPHC issue in August 2026?

OptimumBank Holdings, Inc. issued $35.0 million of 7.50% Fixed-to-Floating Rate Subordinated Notes due 2036 in a private placement to institutional accredited investors and qualified institutional buyers under Section 4(a)(2) and Rule 506(b) of the Securities Act.

What are the interest terms of OPHC’s new subordinated notes (OPHC)?

The Notes pay a 7.50% fixed annual rate from August 19, 2026 to September 1, 2031, then reset quarterly to the three-month term SOFR plus 340 basis points until maturity or earlier redemption, with potential use of an alternative benchmark rate as provided in the terms.

When do OPHC’s subordinated notes mature and when are they callable?

The subordinated notes mature on September 1, 2036. OptimumBank may redeem them, at its option, on or after September 1, 2031 in whole or in part, and prior to that date only in limited circumstances specified in the Indenture, at 100% of principal plus accrued interest.

How will OptimumBank Holdings, Inc. (OPHC) use the proceeds from the note issuance?

OptimumBank states it intends to use the net proceeds from the sale of the $35.0 million subordinated notes for general corporate purposes, without further breakdown of specific projects, repayment plans, or investments tied to this issuance.

Do OPHC’s new subordinated notes qualify as regulatory capital?

The Company states the Notes are intended to qualify as Tier 2 capital for regulatory capital purposes. They are unsecured, subordinated obligations of OptimumBank and rank junior in right of payment to the Company’s current and future senior indebtedness.

What registration rights are associated with OPHC’s subordinated notes?

Under a Registration Rights Agreement, OptimumBank agreed to pursue an exchange of the privately placed Notes for registered subordinated notes with substantially the same terms. If it fails to meet registration obligations, it must pay additional interest to noteholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 08/19/2026 - 04:45 PM Accepted by SEC EDGAR 08/19/2026 - 04:43 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) August 19, 2026

OPTIMUMBANK HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Florida	001-42447	55-0865043
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)

2929 East Commercial Boulevard
Ft. Lauderdale, Florida		33308
(Address of principal executive offices)		(Zip Code)

(954) 776-2332

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered pursuant to Section 12(b) of the Act:

Title of each class registered		Trading Symbol(s)		Name of exchange on which registered
Common Stock		OPHC		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1933 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On August 19, 2026, OptimumBank Holding Company, Inc. (the “Company”) entered into a Subordinated Note Purchase Agreement (the “Purchase Agreement”) with certain institutional accredited investors and qualified institutional buyers (the “Purchasers”). Pursuant to the Purchase Agreement, the Company sold and issued $35.0 million in aggregate principal amount of its 7.50% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”). The Company issued the Notes at a price equal to 100% of their face amount. The Company intends to use its net proceeds from the sale of the Notes for general corporate purposes.

The Notes have a stated maturity of September 1, 2036. The Company, at its option, may redeem the Notes, in whole or in part, on or after September 1, 2031, and at any time upon the occurrences of certain events. The Notes will bear interest at a fixed rate of 7.50% per year, from and including August 19, 2026 to, but excluding, September 1, 2031, or earlier redemption date. From and including September 1, 2031 to, but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual interest rate equal to the then current three-month term secured overnight financing rate (“SOFR”), plus 340 basis points. As provided in the Notes, the interest rate on the Notes during the applicable floating rate period may be determined based on a rate other than three-month term SOFR.

The Company offered and sold the Notes in a private placement in reliance on exemptions from the registration requirements of the Securities Act of 1933 (the “Securities Act”) contained in Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder.

At the same time as the Company entered into the Purchase Agreement and issued the Notes, the Company entered into a Registration Rights Agreement with the Purchasers. Pursuant to the Registration Rights Agreement, the Company has agreed to take certain actions to provide for the exchange of the Notes for subordinated notes that are registered under the Securities Act and have substantially the same terms as the Notes (the “Exchange Offer”). Under certain circumstances, the Company may register the Notes using different methods of registration. If the Company fails to meet its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes.

The Company issued the Notes under an Indenture, also dated August 19, 2026 (the “Indenture”), by and between the Company and UMB Bank, National Association, as trustee (the “Trustee”). The Notes are not subject to any sinking fund and are not convertible into or exchangeable, other than pursuant to the Exchange Offer, for any other securities or assets of the Company or any of its subsidiaries. The Note holders have no right to require redemption of the Notes. Prior to September 1, 2031, the Company may redeem the Notes, in whole but not in part, only under certain limited circumstances set forth in the Indenture. On or after September 1, 2031, the Company may redeem the Notes, in whole or in part, at its option, at times and upon notice as required by the Notes. Any redemption by the Company must be at a redemption price equal to 100% of the principal amount of the Notes being redeemed, together with any accrued and unpaid interest on the Notes being redeemed to, but excluding, the date of redemption.

Principal and interest on the Notes are subject to acceleration only in limited circumstances in the case of certain bankruptcy and insolvency-related events with respect to the Company. The Notes are unsecured, subordinated obligations of the Company, are not obligations of, and are not guaranteed by, any subsidiary of the Company, and rank junior in right of payment to the Company’s current and future senior indebtedness. The Notes are intended to qualify as Tier 2 capital of the Company for regulatory capital purposes.

The forms of the Purchase Agreement, the Registration Rights Agreement, the Indenture, and the Notes are attached as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, to this Form 8-K and are incorporated herein by reference. The foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement, the Indenture and the Notes are summaries and are qualified in their entirety by reference to the full text of such documents.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

In connection with the offering of the Notes, the Company issued an investor presentation to potential Holders on a confidential basis, a copy of which is furnished as Exhibit 99.1.

The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Name	Filed Herewith
4.1	Indenture, dated August 19, 2026, by and between OptimumBank Holding Company and UMB Bank, National Association	*

4.2	Forms of 7.50% Fixed-to-Floating Rate Subordinated Note due 2036 (included as Exhibit A-1 and Exhibit A-2 to the Indenture filed as Exhibit 4.1)	*

10.1	Form of Subordinated Note Purchase Agreement, dated August 19, 2026, by and among OptimumBank Holding Company and the Purchasers	*

10.2	Form of Registration Rights Agreement, dated August 19, 2206, by and among OptimumBank Holding Company and the Purchasers	*

99.1	Investor Presentation	*

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	*

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.