OptimumBank (OPHC) director exchanges preferred stock for 531,178 shares

Rhea-AI Filing Summary

OptimumBank Holdings director Michael Blisko reported a large equity restructuring. On January 27, 2026, he exchanged 65 shares of Series B Convertible Preferred Stock for 531,178 shares of common stock at a stated price of $0.00 per share.

The filing notes this was an exchange under an Exchange Agreement dated January 27, 2026, rather than a standard conversion under the preferred stock terms. After the transaction, Blisko directly holds 1,135,823 common shares and 615 Series B preferred shares, plus additional indirect common holdings in a spouse’s IRA, his own IRA, a daughter’s account, and a UTMA account.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Blisko Michael

(Last) (First) (Middle)

2929 E. COMMERCIAL BLVD

(Street)

FORT LAUDERDALE FL 33308

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OptimumBank Holdings, Inc. [ OPHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/27/2026		J(1)		531,178	A	$0.0(1)	1,135,823	D
Common Stock								258	I	Spouse's IRA
Common Stock								85	I	IRA
Common Stock								500	I	Daughter
Common Stock								400	I	UTMA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	$0.00(2)	01/27/2026		J(1)			65	01/30/2026	12/31/2050	Common Stock	8,171.9772	$0.00	615	D

Explanation of Responses:

1. Mr. Blisko exchanged 65 shares of Series B Convertible Preferred Stock for 531,178 shares of common stock.

2. This transaction was an exchange pursuant to an Exchange Agreement dated January 27, 2026 and not a conversion pursuant to the terms of the Series B Convertible Preferred Stock.

	/s/ Michael Blisko	01/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did OptimumBank (OPHC) director Michael Blisko report?

Director Michael Blisko reported exchanging 65 shares of Series B Convertible Preferred Stock for 531,178 OptimumBank common shares. The transaction was recorded at a stated price of $0.00 per share and structured as a share-for-share exchange rather than a cash purchase.

How many OptimumBank (OPHC) common shares does Michael Blisko own after this Form 4?

After the reported transaction, Michael Blisko directly owns 1,135,823 OptimumBank common shares. He also reports several smaller indirect common stock positions held in a spouse’s IRA, his own IRA, a daughter’s account, and a UTMA account, reflecting broader family ownership.

What was exchanged for the 531,178 OptimumBank (OPHC) common shares?

Blisko exchanged 65 shares of OptimumBank’s Series B Convertible Preferred Stock for 531,178 common shares. The filing clarifies this was executed under an Exchange Agreement dated January 27, 2026, distinguishing it from a routine conversion under the preferred stock’s standard terms.

Was the OptimumBank (OPHC) insider transaction a cash purchase or a stock-for-stock exchange?

The transaction was a stock-for-stock exchange, not a cash purchase. Blisko traded 65 Series B Convertible Preferred shares for 531,178 common shares at a stated price of $0.00, pursuant to an Exchange Agreement rather than through open-market buying or selling.

What does the Form 4 say about the terms of OptimumBank (OPHC) Series B preferred involved?

The Form 4 states the movement came from an exchange under an Exchange Agreement dated January 27, 2026, and specifically notes it was not a conversion pursuant to the usual terms of the Series B Convertible Preferred Stock, highlighting a separate negotiated arrangement.

Does Michael Blisko still hold OptimumBank (OPHC) Series B preferred stock after the exchange?

Yes, Blisko still holds Series B Convertible Preferred Stock after the exchange. The Form 4 shows 615 Series B preferred shares beneficially owned following the reported transaction, alongside his expanded direct position in OptimumBank common shares.