OptimumBank (NYSE: OPHC) aligns Series B preferred stock with Series C terms

Rhea-AI Filing Summary

OptimumBank Holdings, Inc. reported that, effective October 1, 2025, it adopted articles of amendment to its articles of incorporation to amend and restate the terms of its Series B preferred stock. The change makes the terms of the Series B preferred stock conform, in all material respects, to the company’s Series C preferred stock. The Series B preferred stock will now be included in diluted common shares and in related financial disclosures such as diluted earnings per share, which will affect how future per-share figures are presented. The amended and restated certificate of designation for the Series B preferred stock is included as an exhibit.

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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) October 1, 2025

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		33308
Ft. Lauderdale, Florida		(Zip Code)
(Address of principal executive offices)

(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective October 1, 2025, OptimumBank Holdings, Inc. (the “Company”) adopted articles of amendment to its articles of incorporation amending and restating the terms of the Company’s Series B preferred stock. The amendment and restatement conforms, in all material respects, the Series B preferred stock to the Company’s Series C preferred stock. The Series B preferred stock will now be included in the Company’s diluted common shares and in all related financial disclosures (such as diluted earnings per share). A copy of the articles of amendment is filed herewith as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

(d) Exhibits

Exhibit Number		Exhibit Name		Filed Herewith
3.1		2025 Amended and Restated Certificate of Designation of Series B Preferred Stock		*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)		*

The information in this report (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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.

OPTIMUMBANK HOLDINGS, INC.
Date: October 1, 2025
By:	/s/ Moishe Gubin
	Moishe Gubin
	Chairman of the Board of Directors

FAQ

What change did OptimumBank Holdings (OPHC) make to its Series B preferred stock?

OptimumBank Holdings amended and restated the terms of its Series B preferred stock so that it now conforms, in all material respects, to the company’s Series C preferred stock.

When did the amendments to OptimumBank Holdings’ Series B preferred stock become effective?

The amendments to the Series B preferred stock became effective on October 1, 2025.

How will the Series B preferred stock be treated in OptimumBank Holdings’ financial disclosures?

The Series B preferred stock will now be included in diluted common shares and in related financial disclosures, such as diluted earnings per share.

Where can investors find the detailed terms of OptimumBank Holdings’ amended Series B preferred stock?

The detailed terms are set out in the 2025 Amended and Restated Certificate of Designation of Series B Preferred Stock, which is filed as Exhibit 3.1.

Does this OptimumBank Holdings 8-K state that the Series B preferred stock is treated like the Series C preferred stock?

Yes. The company states that the amendment and restatement conforms, in all material respects, the Series B preferred stock to the Series C preferred stock.

Is the information about OptimumBank Holdings’ Series B amendment deemed filed for liability purposes?

No. The company states that the information in this report, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act and will only be incorporated by reference if specifically stated in another filing.