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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) February 23, 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 |
|
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
8.01 Other Events.
On February 23, 2026, OptimumBank Holdings, Inc. (the “Company”) issued a press release announcing the formation of a wholly-owned subsidiary, OptimumFunding, LLC.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
Number |
|
Exhibit
Name |
|
Filed
Herewith |
| 99.1 |
|
Press Release dated February 23, 2026 |
|
* |
| 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: |
February 23, 2026 |
|
| |
|
|
| By: |
/s/
Moishe Gubin |
|
| |
Moishe
Gubin |
|
| |
Chairman
of the Board of Directors |
|
Exhibit
99.1
OptimumBank
Holdings, Inc. Announces Formation of OptimumFunding to Launch HUD and FHA Lending Platform
FORT
LAUDERDALE, Fla. — February 23, 2026 — OptimumBank Holdings, Inc. (NYSE American: OPHC) (“Company”) announced
today the formation of OptimumFunding, LLC (“OptimumFunding”), a wholly owned subsidiary created to support a new
HUD and FHA lending initiative, representing a significant milestone in the Company’s long-term strategic growth plan.
OptimumFunding
has been established to expand the Company’s commercial real estate lending capabilities by offering bridge-to-HUD financing, as
well as FHA- and HUD-insured loan origination, with servicing and relationship management supported by professionals with deep experience
in the markets and client segments historically served by the Company.
A
Natural Progression of a Proven Platform
The
launch of OptimumFunding reflects a natural progression of the Company’s longstanding role as a trusted banking partner to skilled
nursing home operators and commercial real estate investors, with a focus in the multifamily and skilled nursing home sector.
For
many years, the Company has built deep expertise supporting the healthcare sector, including a long history of providing bank financing
for skilled nursing facility (“SNF”) operators, with a particular focus on accounts receivable lending for aged receivables.
OptimumBank has also provided mortgage financing for nursing homes and multifamily properties. By forming OptimumFunding the Company
is extending this foundation into government-insured lending, allowing borrowers to transition seamlessly from short-term bridge financing
to long-term FHA and HUD-insured solutions under one integrated platform.
Through
OptimumFunding the Company expects to offer a focused suite of financing solutions, including:
| ● | Bridge-to-HUD
Financing: Short-term transitional financing solutions designed to support acquisitions,
refinancings, recapitalizations, and property repositioning, with the objective of facilitating
a transition to long-term HUD or FHA-insured financing. |
| ● | FHA
and HUD-Insured Loan Origination: Government-insured financing solutions for qualifying multifamily
and healthcare properties, including stabilized and transitional assets. |
| ● | Healthcare
and Multifamily Lending Focus: Specialized expertise serving skilled nursing facilities,
senior housing, and multifamily assets, building upon the Company’s established lending
relationships and sector knowledge. |
Importantly,
OptimumFunding’s platform is designed to complement the Company’s core banking operations, enabling borrowers to benefit
from expanded capabilities while maintaining continuity of service.
Unlike
larger, transactional platforms, OptimumFunding will operate with a relationship-driven model, emphasizing responsiveness, transparency,
and long-term partnership.
Loan
origination, structuring, and ongoing servicing will be delivered by a dedicated team with deep experience in healthcare and multifamily
finance, ensuring continuity, responsiveness, and a consistent client experience throughout the life of each transaction.
Management
and Governance
In
connection with the formation of OptimumFunding the Board of Directors of OptimumBank approved a dividend to OptimumBank Holdings, Inc.
The Holding Company, in turn, authorized a capital investment into OptimumFunding to support initial operations and platform development.
OptimumFunding has been structured to operate independently while remaining fully aligned with the Company’s governance, compliance,
and risk management frameworks.
Moishe
Gubin, Chairman of the Company commented, “The formation of OptimumFunding marks an important next chapter for our organization.
We have spent years building deep relationships and specialized expertise across healthcare and multifamily lending. Expanding into HUD
and FHA financing allows us to better serve our clients as they grow, while creating a new line of business that we believe will enhance
profitability and shareholder value.”
The
Company believes this disciplined capital allocation approach positions OptimumFunding for scalable growth while maintaining strong oversight
and risk management. The Company expects OptimumFunding to diversify revenue streams through government-insured lending, strengthen the
Company’s national presence in healthcare and multifamily finance, provide borrowers with a single-platform solution from bridge
financing through permanent execution, and align long-term profitability with mission-driven housing and healthcare outcomes. As the
platform develops, the Company anticipates further updates regarding program approvals, staffing, and pipeline activity.
About
OptimumBank Holdings, Inc.
OptimumBank
Holdings, Inc. is the corporate parent company of OptimumFunding and OptimumBank, formed in 2004. OptimumFunding was founded in 2025.
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
