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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) May 1, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
May 1, 2026, Timothy Terry retired as principal executive officer of OptimumBank Holdings, Inc. (the “Company”) and as President
and Chief Executive Officer of its wholly-owned subsidiary, OptimumBank. Mr. Terry will assist with the transition of leadership described
below.
Effective
the same date: (i) the Company appointed its Chairman of the Board, Moishe Gubin, as its Chief Executive Officer and principal executive
officer; and (ii) the Bank appointed Mr. Gubin as its Chief Executive Officer.
Also
effective the same date, the Bank appointed Braden R. Smith as its President. Mr. Smith, age 52, served as Chief Business Development
Officer of Amerant Bank from November 2024 through April 2026, and as Executive Vice President of Wintrust Financial Corporation from
September 2009 to November 2024.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
Number |
|
Exhibit
Name |
|
Filed
Herewith |
| 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: |
May
5, 2026 |
|
| |
|
|
| By: |
/s/
Moishe Gubin |
|
| |
Moishe
Gubin |
|
| |
Chairman
of the Board of Directors |
|
