Form 8-K

8-K — OptimumBank Holdings, Inc.

Accession: 0001493152-26-018855

Filed: 2026-04-24

Period: 2026-04-24

CIK: 0001288855

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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2026-04-24

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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)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported) April 24, 2026

OPTIMUMBANK

HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Florida

001-42447

55-0865043

(State

or other jurisdiction

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 ☐

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

2.02. Results of Operations and Financial Condition.

Item

7.01 Regulation FD Disclosure.

April 24, 2026, OptimumBank Holdings, Inc. issued a press release and a presentation describing its unaudited results of operations and

financial condition for, and at the end of, the quarter-ended March 31, 2026. The press release is attached as Exhibit 99.1 and

the presentation as Exhibit 99.2.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Exhibit

Name

Filed

Herewith

99.1

Press release dated April 24, 2026

99.2

Annual shareholder presentation, to be held April 28, 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:

April

24, 2026

By:

/s/

Moishe Gubin

Moishe

Gubin

Chairman

of the Board of Directors

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

OptimumBank

Holdings, Inc. Financial Performance for the First Quarter of 2026

Fort

Lauderdale, FL, April 24, 2026 — OptimumBank Holdings, Inc. (NYSE American: OPHC) (the “Company”) is a bank holding

company and owns 100% of OptimumBank (the “Bank”), a Florida-chartered commercial bank, OptimumHUD Loans, LLC (d/b/a)

as OptimumFunding, LLC, a wholly owned non-bank subsidiary, and OptimumFinance, LLC, a wholly owned non-bank, asset-based lending subsidiary.

The Company is pleased to announce net income of $4.7 million, or $0.39 per basic share, and $0.20 per diluted share, for the first quarter

of 2026. This compares to net income of $4.9 million, or $0.42 per basic share, and $0.21 per diluted share, for the fourth quarter of

2025, and $3.9 million net income, or $0.33 per basic share, and $0.17 per diluted share, for the comparable quarter last year. The increase

of $0.8 million in net income for the first quarter of 2026, compared to the same period in 2025, was primarily driven by a $3.8 million

improvement in net interest income and $0.6 million increase in noninterest income, partially offset by a $2.4 million increase in noninterest

expenses and $0.9 million increase in credit loss expense and the corresponding increase in income tax expense.

The

results of the first quarter of 2026 will be explored in greater depth on April 28, 2026, at 10:00am ET, as part of the annual shareholder

meeting. Those interested in viewing the Company’s presentation are encouraged to register for the live Webcast, at the following

link: https://events.q4inc.com/attendee/178187333/guest. Company management will also be available to respond to questions at the conclusion of the presentation.

The

Company has demonstrated sustained growth throughout the first quarter of 2026. The gross loan portfolio increased by $132.1 million,

or 13.8%, during the first quarter of 2026 to $1.09 billion. Total deposits increased by $161.1 million from December 31, 2025, totaling

$1.09 billion at March 31, 2026, or 17.3% from the prior quarter. This also represents growth of $239.9 million in total deposits since

March 31, 2025, or an increase of 28.1%.

Highlights

for the First Quarter of 2026

●

Net

income of $4.7 million, or $0.39 per basic share, and $0.20 diluted earnings per share (“diluted EPS”).

●

Return

on Average Assets (“ROAA”) was 1.56% for the first quarter of 2026, compared to 1.77% in the fourth

quarter of 2025 (both annualized).

●

Net

interest margin was 4.49%, reflecting a 10 basis point increase from 4.39% in the fourth quarter of 2025.

●

Total

assets grew by $157.1 million to $1.27 billion from December 31, 2025.

●

Total

deposits increased by $161.1 million to $1.09 billion from December 31, 2025.

●

Gross

loans increased by $132.1 million during the quarter to $1.09 billion, compared to $958.79 million at December 31, 2025.

●

Total

stockholders’ equity increased by $5.0 million to $126.9 million as of March 31, 2026, up from $121.9 million as of December

31, 2025, reflecting continued earnings retention.

●

Return

on Average Equity (“ROAE”) was 15.12% for the first quarter of 2026, compared to 16.23% in the fourth

quarter of 2025 (both annualized).

“We entered 2026 building on the strongest year in our history, with continued momentum across all key areas

of the business,” said Chairman of the Board Moishe Gubin. “As previously announced, 2026 is the year we begin executing on

our expansion into new, financially related verticals that complement our banking operations. With the closing of our first loan through

OptimumFinance in April, this next phase is now underway. Our sole focus remains on creating and delivering long-term shareholder value.”

Net

interest income for the quarter-ended March 31, 2026 increased to $13.2 million, up by $1.3 million from the fourth quarter of 2025

and $3.8 million from the first quarter of 2025, supported by higher yields on loans and securities and lower costs on

interest-bearing liabilities. The cost of interest-bearing liabilities was 3.26%, down by eight basis points from 3.34% in the

fourth quarter, while interest-earning asset yields rose 17 basis points to 6.62%. The Company’s net interest margin rose 10

basis points to 4.49%, a reflection of disciplined loan and deposit pricing strategy, prudent liquidity management, and balance

sheet optimization.

Noninterest

income for the quarter-ended March 31, 2026 increased modestly to $1.8 million, or $0.1 million from the prior quarter, primarily

driven by an increase in service charges and fees related to banking services. Noninterest expenses increased to $8.0 million, or $1.3

million from the fourth quarter, primarily relating to an increase in employee compensation expenses. The Company’s efficiency

ratio was 53.5% for the first quarter of 2026, consistent with prudent cost management amid balance sheet expansion and associated revenue

expansion.

Credit

loss expense as of quarter-ended March 31, 2026 increased to $0.8 million, primarily due to strong growth in loan balances, partially

offset by improvements in the credit quality of the loan portfolio and the evaluation of factors used to determine the credit loss. Gross

charge-offs remained modest at $44,000 while recoveries totaled $41,000 resulting in net charge-offs of only $3,000 during

the first quarter of 2026. The allowance for credit losses stood at $11.1 million as of March 31, 2026, or 1.01% of total loans.

Loan

portfolio growth remained strong in the first quarter of 2026. Gross loans increased by $132.1 million from the prior quarter. Commercial

real estate continued to expand, growing by $123.7 million. Additionally, there were increases in the consumer and land and construction

portfolio segments, up $8.6 million and $4.8 million, respectively. These gains were partially offset by modest declines of $2.1 million

in commercial loans, $2.0 million in multi-family real estate, and $0.9 million in residential real estate. The continued growth experienced

in the loan portfolio is due to the implementation of our relationship-based banking model and the success of our lenders in competing

for new business.

the funding side, total deposits increased by $161.1 million to $1.09 billion from the fourth quarter of 2025, with strong sequential

growth across all deposit categories. The Company had $40.0 million in Federal Home Loan Bank (“FHLB”) advances outstanding

at March 31, 2026, a decrease of $10.0 million from December 31, 2025.

The

Bank’s capital levels remain strong, with

a Tier 1 Leverage Ratio of 10.74%, well above regulatory minimums. The Company remains well positioned to support continued growth

and earnings momentum. The modest decline from the prior quarter reflects strong asset growth, as capital deployment into earning

assets outpaced retained earnings, while capital levels remain well above regulatory requirements.

The

Company’s outlook remains constructive. During the first quarter of 2026, the Company was ranked number 49 out of 3,465 U.S. community

banks by S&P Global Market Intelligence, placing the Company in the top 1.4% nationwide. Subsequent to quarter end, in April 2026,

both Alliance Global Partners and Brean Capital initiated equity research coverage of the Company validating the recognition

and growing visibility of our platform. The Company continues to invest in technology, talent, and targeted growth strategies that reinforce

its position as one of the most dynamic and rapidly growing community banks in South Florida. We remain grateful for the trust and partnership

of our shareholders, customers, and employees.

The

following table presents the Company’s quarterly trends of the consolidated financial highlights (unaudited) for the periods presented

(see below for a summary of non-GAAP reconciliation):

Quarterly

Trends

1Q26

change vs

(Dollars in thousands except per share amounts)

1Q26

4Q25

3Q25

2Q25

1Q25

4Q25

1Q25

Selected Balance Sheet Data

Total assets

$ 1,268,735

$ 1,111,678

$ 1,083,043

$ 999,127

$ 977,468

$ 157,057

$ 291,267

Total gross loans

1,090,894

958,793

813,722

784,564

800,244

132,101

290,650

Total deposits

1,092,883

931,750

959,487

878,865

852,934

161,133

239,949

Earnings Highlights

Net income

$ 4,663

$ 4,853

$ 4,323

$ 3,602

$ 3,870

$ (190 )

$ 793

Diluted earnings per share (EPS)

$ 0.20

$ 0.21

$ 0.18

$ 0.15

$ 0.17

$ (0.01 )

$ 0.03

Net interest income

$ 13,190

$ 11,871

$ 11,048

$ 10,242

$ 9,426

$ 1,319

$ 3,764

Performance Ratios

Net interest margin

4.49 %

4.39 %

4.37 %

4.32 %

4.06 %

0.10 %

0.43 %

Net interest spread

3.36 %

3.11 %

2.98 %

3.08 %

2.87 %

0.25 %

0.49 %

Cost of interest-bearing liabilities

3.26 %

3.34 %

3.48 %

3.49 %

3.59 %

(0.08 )%

(0.34 )%

Efficiency ratio

53.47 %

49.59 %

50.68 %

51.18 %

52.79 %

3.88 %

0.67 %

Net loan-to-deposit ratio

98.69 %

101.67 %

83.67 %

88.13 %

92.77 %

(2.98 )%

5.92 %

Return on (annualized)

Average assets (ROAA)

1.56 %

1.77 %

1.68 %

1.48 %

1.62 %

(0.21 )%

(0.06 )%

Average equity (ROAE)

15.12 %

16.23 %

15.17 %

13.10 %

14.66 %

(1.12 )%

0.46 %

Average tangible assets (ROTA)

1.56 %

1.77 %

1.68 %

1.48 %

1.62 %

(0.21 )%

(0.06 )%

Pre-tax pre-provision net revenue (PPNR)

$ 6,968

$ 6,855

$ 6,426

$ 5,895

$ 5,031

$ 113

$ 1,937

Other Operating Measures

Common shares outstanding

12,166,858

11,533,943

11,883,943

11,751,082

632,915

415,776

Non-diluted tangible book value per share

$ 10.43

$ 10.57

$ 9.84

$ 9.48

$ 9.19

$ (0.14 )

$ 1.23

Fully diluted shares outstanding

23,625,209

23,523,473

23,390,612

101,736

234,597

Fully diluted tangible book value per share

$ 5.37

$ 5.18

$ 4.97

$ 4.76

$ 4.62

$ 0.19

$ 0.75

Tangible common equity to tangible assets

10.00 %

10.97 %

10.79 %

11.14 %

11.05 %

(0.97 )%

(1.05 )%

Bank Tier 1 Leverage Ratio

10.74 %

11.39 %

11.71 %

11.89 %

11.71 %

(0.65 )%

(0.96 )%

Financial

Results

Statement

of Income

Net

income was $4.7 million for the first quarter of 2026, compared to net income of $4.9 million for the fourth quarter of 2025, and

$3.9 million for the first quarter of 2025. The decrease from the fourth quarter of 2025 was primarily due to an increase in noninterest

expense to $8.0 million, compared to $6.7 million in the fourth quarter, primarily driven by higher employee compensation associated

with increased growth, due to a combination of prior quarter adjustments to year-end incentive compensation, seasonal increases in payroll

taxes and other employee benefits, and continued investments in personnel. Additionally, there was a $0.4 million increase in credit

loss expense, partially offset by increases of $1.3 million in net interest income and $0.1 million in noninterest income.

Total

interest income was $19.5 million for the first quarter of 2026, compared to $17.4 million in the fourth quarter of 2025 and $15.0

million in the first quarter of 2025. The sequential growth was driven by a $2.7 million increase in interest income from loans partially

offset by a $0.7 million decline in other interest income, primarily from lower interest earning deposits with banks. Compared to the

first quarter of 2025, the increase was primarily due to a $244.7 million increase in average loan balances.

The

following table depicts the components of interest income (unaudited) for the quarterly periods presented:

Quarterly Trends

1Q26 change vs

(Dollars in thousands)

1Q26

4Q25

3Q25

2Q25

1Q25

4Q25

1Q25

Interest income

Loans

$ 18,114

$ 15,437

$ 14,082

$ 14,026

$ 13,601

$ 2,677

$ 4,513

Debt securities

191

164

153

158

160

Other

1,148

1,837

2,086

1,404

1,246

(689 )

(98 )

Total interest income

$ 19,453

$ 17,438

$ 16,321

$ 15,588

$ 15,007

$ 2,015

$ 4,446

Interest

expense totaled $6.3 million for the first quarter of 2026, compared to $5.6 million for the fourth quarter of 2025 and

$5.6 million for the first quarter of 2025. Compared to the fourth quarter of 2025, the increase in interest expense was primarily

attributable to a $113.3 million increase in total interest-bearing liability balances, partially offset by an eight basis point

decrease in the cost of interest-bearing liabilities from 3.34% to 3.26%. Compared to the first quarter of 2025, there was a $158.9

million increase in average interest-bearing liability balances, with a 33 basis point decrease in the cost of interest-bearing

liabilities, from 3.59% to 3.26%.

Net

interest income was $13.2 million in the first quarter of 2026, up from $11.9 million in the fourth quarter of 2025 and $9.4 million

in the first quarter of 2025. The quarter-over-quarter increase was primarily driven by growth in the average interest-earning assets

of $110.7 million, and the lower cost on interest-bearing liabilities. On a year-over-year basis, the growth in net interest income

was primarily attributable to a $244.7 million increase in average loan balances and a $14.0 million increase in average interest-earning

deposits with banks balances, further supported by lower funding costs.

Net

interest margin expanded to 4.49% for the first quarter of 2026, compared to 4.39% and 4.06% for the fourth and first quarters of

2025, respectively. Compared to the fourth quarter of 2025, net interest margin increased by 10 basis points, primarily driven by the

decrease in interest-bearing liabilities cost. Compared to the first quarter of 2025, net interest margin increased by 43 basis points,

primarily attributable to a decrease in the cost of interest-bearing liabilities and an increase in loan yields.

The

cost of interest-bearing liabilities was 3.26% in the first quarter of 2026, down from 3.34% in the fourth quarter of 2025 and down

from 3.59% in the first quarter of 2025. The decrease from the fourth quarter of 2025 was primarily due to a decrease in yields in the

time deposit portfolio. Compared to the same quarter last year, the cost of interest-bearing liabilities decreased substantially by 33

basis points. This reduction was due to a decrease in yields across the deposit portfolio with disciplined pricing following rate reductions

combined with a reduction in borrowings.

Credit

loss expense was $0.8 million during the first quarter of 2026, compared to $0.4 million in the fourth quarter of 2025, and a $0.2

million reversal for the first quarter of 2025. The increase in credit loss expense from the fourth quarter was primarily attributable

to the $132.1 million increase in gross loan balances, partially offset by improvements in the credit quality of the loan portfolio and

the evaluation of factors used to determine the credit loss. Gross charge-offs remained modest at $44,000 while recoveries totaled

$41,000, resulting in net charge-offs of $3,000 during the first quarter of 2026. The Company’s allowance for credit

losses stood at $11.1 million, or 1.01% of total loans, as of March 31, 2026.

Noninterest

income totaled $1.8 million for the first quarter of 2026, up from $1.7 million in the prior quarter and up from $1.2 million

in the first quarter of 2025. The quarter-over-quarter increase of $0.1 million was primarily driven by an increase in service charges

and fees related to banking services. Compared to the same quarter last year, the $0.6 million increase in noninterest income was primarily

related to increases in wire transfers, ACH fees on deposit payment transactions, and other loan fees.

Noninterest

expenses totaled $8.0 million for the first quarter of 2026, compared to $6.7 million in the fourth quarter of 2025 and $5.6

million in the first quarter of 2025. Compared to the fourth quarter of 2025, the increase of $1.3 million primarily relates to an increase

in employee compensation expenses. Compared to the first quarter of 2025, the increase of $2.4 million includes increases of $1.6 million,

$0.4 million, and $0.3 million in employee compensation expenses, data processing, and other expenses, respectively.

The $1.3 million increase in employee

compensation expenses when compared to the prior quarter is due to prior quarter adjustments to year-end incentive compensation

combined with seasonal increases in payroll taxes and other employee benefits and continued investments in personnel.

The

following table depicts the components of noninterest expenses (unaudited) for the quarterly periods presented:

Quarterly Trends

1Q26 change vs

(Dollars in thousands)

1Q26

4Q25

3Q25

2Q25

1Q25

4Q25

1Q25

Noninterest expenses

Salaries and employee benefits

$ 4,988

$ 3,672

$ 4,004

$ 3,738

$ 3,381

$ 1,316

$ 1,607

Professional fees

295

333

276

275

247

(38 )

Occupancy and equipment

338

328

327

294

282

Data processing

914

794

788

625

533

120

381

Regulatory assessment

179

161

126

202

198

(19 )

Losses on sale and write-downs of other real estate owned

(49 )

Other

1,287

1,401

1,083

1,047

985

(114 )

302

Total noninterest expenses

$ 8,006

$ 6,743

$ 6,604

$ 6,181

$ 5,626

$ 1,263

$ 2,380

Income

tax expense was $1.5 million for the first quarter of 2026 compared $1.6 million in the fourth quarter of 2025 and $1.3 million

in the first quarter of 2025. The effective tax rate for the quarter was 24.8%, compared to 24.8% in the prior quarter and 25.5% from

the prior year comparative quarter.

Balance

Sheet

Total

assets were $1.27 billion as of March 31, 2026, increasing from $1.11 billion at December 31, 2025, and up from $977.5 million

at March 31, 2025. The quarter-over-quarter growth of $157.1 million was primarily attributable to a $131.2 million increase in net loans

and a $25.5 million increase in cash and cash equivalents.

Cash

and cash equivalents at March 31, 2026, were $140.0 million, which increased from $114.6 million at December 31, 2025, and

decreased slightly from $143.5 million at March 31, 2025. The increase quarter-over-quarter was primarily driven by a $161.1 million

increase in deposit balances, partially offset by a $131.2 million increase in net loans.

Investment

securities (debt securities available for sale and held-to-maturity) at March 31, 2026, were $27.3 million, compared to $25.4 million

at December 31 2025, and $23.3 million at March 31, 2025. One commercial mortgage-backed security was purchased during the quarter totaling

$2.3 million. No sales of debt securities were reported during these periods.

Total

gross loans at March 31, 2026, were $1.091 billion, an increase from $958.8 million at December 31, 2025, and up from $800.2

million at March 31, 2025. Gross loans increased during the quarter reflecting growth in commercial real estate, consumer, and land and

construction. Compared to March 31, 2025, the gross loan portfolio increased by $290.7 million, reflecting growth primarily in

commercial real estate.

The

allowance for credit losses (“ACL”) was $11.1 million as of March 31, 2026, representing 1.01% of total

loans, decreasing from 1.07% at December 31, 2025, and up from $10.3 million and $8.3 million at December 31, 2025, and March 31, 2025,

respectively. The decrease in the ACL ratio reflects the impact of portfolio growth and model-driven reserve factors and does not

indicate any deterioration in credit quality or coverage. The quarter-over-quarter increase of $0.8 million was primarily driven

by the growth in the loan portfolio, partially offset by improvements in the credit quality of the loan portfolio and the evaluation

of factors used to determine the credit loss. The ACL ratio reflects continued credit discipline and a well-diversified loan portfolio.

The

following table presents the components of the ACL (unaudited) as of the dates indicated:

March

31, 2026 change vs

March

31,

December

31,

September

30,

June

30,

March

31,

December

31,

March

31,

2026

2025

Beginning

balance

$ 10,273

$ 10,018

$ 9,338

$ 8,270

$ 8,660

$ 255

$ 1,613

Credit loss expense (reversal)

- funded

791

389

639

1,043

(144 )

402

935

Charge-offs

(44 )

(201 )

(129 )

(72 )

(325 )

157

281

Recoveries

170

(26 )

(38 )

Ending

balance

$ 11,061

$ 10,273

$ 10,018

$ 9,338

$ 8,270

$ 788

$ 2,791

Nonaccrual

loans totaled $2.2 million at March 31, 2026, compared to $2.9 million at December 31, 2025, and $7.5 million at March 31,

2025. The decrease from the prior year was primarily due to a decrease in land and construction, and consumer nonaccrual loans of $6.2

million, offset by a $0.9 million increase in nonaccrual commercial loans during the year. There were no loans 90 days or more past due

and still accruing interest as of March 31, 2026. Additionally, the Company did not report any modified loans to borrowers experiencing

financial difficulty during the first quarter of 2026.

Nonperforming

assets (“NPA”) reflected strong asset quality at March 31, 2026. Nonaccrual loans decreased to $2.2 million from

$2.9 million at December 31, 2025 and $7.5 million at March 31,2025. The Company sold the one real estate owned (“OREO”)

property reported on December 31, 2025 totaling $0.6 million and recorded a $55,000 loss on sale. Following the sale, the Company

reported no OREO property as of March 31, 2026.

Total

deposits at March 31, 2026, were $1.09 billion, an increase from $931.8 million at December 31, 2025, and an increase from $852.9

million at March 31, 2025. The increase from December 31, 2025, was attributable to increases in all deposit categories, with a 23.5%

increase in time deposits and a $38.4 million, or 14.4% increase in noninterest-bearing demand deposits. The increase from March 31,

2025 was also attributable to increases in all deposit categories, most notably a 35.2% increase in time deposits and a 29.3% increase

in noninterest-bearing demand deposits. The Company continues to maintain a diverse and stable funding base.

Accumulated

other comprehensive loss (“AOCL”) was $4.7 million at March 31, 2026, compared to $4.6 million at December 31,

2025, and $5.2 million at March 31, 2025. The AOCL increased by $0.1 million quarter-over-quarter, primarily due to the increase in mid

to long-term interest rates impacting the fair value of available-for-sale securities. Year-over-year, AOCL improved by $0.5 million,

reflecting the net impact of favorable fair value changes over the trailing twelve months, resulting in unrealized gains. All AOCL amounts

represent unrealized gains and losses, net of applicable income taxes, and have no impact on reported earnings or regulatory capital.

Shareholders’

equity was $126.8 million as of March 31, 2026, compared to $121.9 million as of December 31, 2025, and $108.0 million as

of March 31, 2025. The increase during the first quarter was principally attributable to net income of $4.7 million

and $0.4 million related to the issuance of stock for annual employee stock compensation, partially offset by the $0.1 million

increase in AOCL.

Tangible

book value per share at March 31, 2026, was $10.43, down from $10.57 at December 31, 2025, and up from $9.19 at March 31, 2025. This

non-diluted measure is based on common shares outstanding, which were 12,166,858 at March 31, 2026 (up from 11,533,943 at December 31,

2025 and 11,751,082 at March 31, 2025). During the first quarter of 2026, 65 Preferred Series B shares were converted to 531,179 common

shares, which impacted the Tangible book value per share. Additional common shares totaling 101,315 were issued in the first quarter

of 2026 for annual employee stock compensation with 421 common shares issued through the Company’s ongoing at-the-market (“ATM”)

offering.

Although

GAAP accounting generally presents book value based on common shares outstanding, the Company believes a more comprehensive measure of

shareholder value is on a fully diluted basis.

a fully diluted basis, tangible book value per share was $5.37 at March 31, 2026, up $0.19 per share, or 14.9% annualized from $5.18

at December 31, 2025, and up $0.75, or 16.2% from $4.62 at March 31, 2025. This is based on fully diluted shares outstanding of 23,625,209

at March 31, 2026 (up from 23,523,473 at December 31, 2025, and up from 23,390,612 at March 31, 2025).

The

increase in both non-diluted and fully diluted tangible book value per share reflects strong quarterly earnings performance and overall

capital strength.

FORWARD-LOOKING

STATEMENTS

Certain

statements made in this report which are not statements of historical fact are forward-looking statements within the meaning of, and

subject to the protection of, the federal securities laws. Forward looking statements include, among others, statements with respect

to our beliefs, plans, objectives, goals, targets, expectations, anticipations, assumptions, estimates, intentions and future performance

and involve known and unknown risks, many of which are beyond our control and which may our actual results, performance or achievements

to be materially different from future results, performance or achievements expressed or implied by the forward-looking statements made

in this report. You can identify forward-looking statements through our use of words such as “believes,” “anticipates,”

“expects,” “may,” “will,” “assumes,” “should,” “predicts,” “could,”

“should,” “would,” “intends,” “targets,” “estimates,” “projects,”

“plans,” “potential” and other similar words and expressions. Forward-looking statements are based on our current

beliefs and expectations and are subject to significant risks and uncertainties. Accordingly, we caution you not to place undue reliance

on such statements. We undertake no obligation to update or revise any of our forward-looking statements for events or circumstances

that arise after the statement is made, except as otherwise may be required by law.

Investor

Relations & Corporate Relations

Contact:

Seth Denison

Telephone:

(305) 401-4140

Email:

SDenison@OptimumBank.com

OptimumBank

Holdings, Inc.

Consolidated

Balance Sheets (Unaudited)

(Dollars

in thousands)

March 31, 2026 change vs

March 31,

December 31,

September 30,

June 30,

March 31,

December 31,

March 31,

2026

2025

Assets

Cash and due from banks

$ 15,074

$ 9,349

$ 9,271

$ 8,833

$ 13,542

$ 5,725

$ 1,532

Interest-bearing deposits

with banks

124,942

105,210

225,815

172,921

129,914

19,732

(4,972 )

Total cash and cash equivalents

140,016

114,559

235,086

181,754

143,456

25,457

(3,440 )

Debt securities available for sale

27,044

25,184

22,926

22,378

23,043

1,860

4,001

Debt securities held-to-maturity

212

214

246

260

269

(2 )

(57 )

Loans, net of allowance for credit losses

1,078,533

947,294

802,812

774,548

791,232

131,239

287,301

Federal Home Loan Bank stock

2,678

3,028

658

1,128

(350 )

1,550

Premises and equipment, net

2,797

2,490

2,308

2,426

2,249

307

548

Other real estate owned

551

(551 )

Right-of-use lease assets

2,511

2,617

2,725

2,552

2,647

(106 )

(136 )

Accrued interest receivable

3,994

3,621

3,171

3,138

3,287

373

707

Deferred tax asset

3,116

3,108

3,238

3,135

2,777

339

Other assets

7,834

9,012

9,873

8,278

7,380

(1,178 )

454

Total

assets

$ 1,268,735

$ 1,111,678

$ 1,083,043

$ 999,127

$ 977,468

$ 157,057

$ 291,267

Liabilities and Stockholders’

Equity

Liabilities

Noninterest-bearing demand deposits

$ 304,887

$ 266,520

$ 313,973

$ 259,816

$ 235,779

$ 38,367

$ 69,108

Savings, NOW and money-market deposits

345,494

306,921

309,087

300,907

289,768

38,573

55,726

Time deposits

442,502

358,309

336,427

318,142

327,387

84,193

115,115

Total deposits

1,092,883

931,750

959,487

878,865

852,934

161,133

239,949

Federal Home Loan Bank advances

40,000

50,000

10,000

(10,000 )

30,000

Operating lease liabilities

2,647

2,745

2,846

2,661

2,746

(98 )

(99 )

Other liabilities

6,357

5,286

3,822

6,253

3,785

1,071

2,572

Total

liabilities

1,141,887

989,781

966,155

887,779

869,465

152,106

272,422

Stockholders’ equity

Preferred stock:

Series B Convertible Preferred

Series C Convertible Preferred

Common stock

122

115

119

118

Additional paid-in capital

112,993

112,578

112,574

112,010

112,015

415

978

Retained earnings (accumulated deficit)

18,464

13,801

8,948

4,625

1,023

4,663

17,441

Accumulated other comprehensive

loss

(4,731 )

(4,597 )

(4,753 )

(5,405 )

(5,153 )

(134 )

422

Total

stockholders’ equity

126,848

121,897

116,888

111,348

108,003

4,951

18,845

Total

liabilities and stockholders’ equity

$ 1,268,735

$ 1,111,678

$ 1,083,043

$ 999,127

$ 977,468

$ 157,057

$ 291,267

OptimumBank

Holdings, Inc.

Consolidated

Statements of Earnings - Quarterly (Unaudited)

(Dollars

in thousands, except per share amounts)

Quarterly

Trends

1Q26

change vs

1Q26

4Q25

3Q25

2Q25

1Q25

4Q25

1Q25

Interest income

Loans

$ 18,114

$ 15,437

$ 14,082

$ 14,026

$ 13,601

$ 2,677

$ 4,513

Debt securities

191

164

153

158

160

Other

1,148

1,837

2,086

1,404

1,246

(689 )

(98 )

Total

interest income

19,453

17,438

16,321

15,588

15,007

2,015

4,446

Interest expense

Deposits

6,176

5,561

5,273

5,322

5,278

615

898

Borrowings

303

(216 )

Total

interest expense

6,263

5,567

5,273

5,346

5,581

696

682

Net interest income

13,190

11,871

11,048

10,242

9,426

1,319

3,764

Credit loss expense (reversal)

770

398

763

1,040

(165 )

372

935

Net

interest income after credit loss expense (reversal)

12,420

11,473

10,285

9,202

9,591

947

2,829

Noninterest income

Service charges and fees

1,313

1,268

1,252

1,099

1,038

275

Other

471

459

730

735

193

278

Total

noninterest income

1,784

1,727

1,982

1,834

1,231

553

Noninterest expenses

Salaries and employee benefits

4,988

3,672

4,004

3,738

3,381

1,316

1,607

Professional fees

295

333

276

275

247

(38 )

Occupancy and equipment

338

328

327

294

282

Data processing

914

794

788

625

533

120

381

Regulatory assessment

179

161

126

202

198

(19 )

Losses on sale and write-downs of other real

estate owned

(49 )

Other

1,287

1,401

1,083

1,047

985

(114 )

303

Total

noninterest expenses

8,006

6,743

6,604

6,181

5,626

1,263

2,381

Net earnings before income

taxes

6,198

6,457

5,663

4,855

5,196

(259 )

1,001

Income taxes

1,535

1,604

1,340

1,253

1,326

(69 )

209

Net

income

$ 4,663

$ 4,853

$ 4,323

$ 3,602

$ 3,870

$ (190 )

$ 792

Net income per share - Basic

$ 0.39

$ 0.42

$ 0.37

$ 0.31

$ 0.33

$ (0.03 )

$ 0.06

Net income per share - Diluted

$ 0.20

$ 0.21

$ 0.18

$ 0.15

$ 0.17

$ (0.01 )

$ 0.03

OptimumBank

Holdings, Inc.

Consolidated

Average Balances, Interest Income and Expenses, Yields and Rates (QTD) (Unaudited)

(Dollars

in thousands, except average yields/rates)

1Q26

4Q25

1Q25

Interest

Average

Interest

Average

Interest

Average

and

Yield/

Average

and

Yield/

Average

and

Yield/

Balance

Dividends

Rate(1)

Balance

Dividends

Rate(1)

Balance

Dividends

Rate(1)

Interest-earning assets

Loans

$ 1,041,583

$ 18,114

7.05 %

$ 876,581

$ 15,437

7.04 %

$ 796,846

$ 13,601

6.83 %

Securities

26,527

191

2.92 %

24,192

164

2.71 %

22,977

160

2.79 %

Other interest-earning

assets (2)

123,845

1,148

3.76 %

180,474

1,837

4.07 %

109,863

1,246

4.54 %

Total

interest-earning assets/interest income

1,191,955

19,453

6.62 %

1,081,247

17,438

6.45 %

929,686

15,007

6.46 %

Cash and due from banks

10,656

8,285

14,177

Premises and equipment

2,684

2,444

2,139

Other

4,641

4,972

7,862

Total

assets

$ 1,209,936

$ 1,096,948

$ 953,864

Interest-bearing liabilities

Savings, NOW and money-market deposits

$ 334,816

$ 1,896

2.30 %

$ 303,184

$ 1,713

2.26 %

$ 277,012

$ 1,751

2.53 %

Time deposits

436,205

4,280

3.98 %

363,225

3,848

4.24 %

312,116

3,527

4.52 %

Borrowings (3)

9,224

3.83 %

543

5.39

3.97 %

32,222

303

3.76 %

Total

interest-bearing liabilities/interest expense

780,245

6,263

3.26 %

666,952

5,567

3.34 %

621,350

5,581

3.59 %

Noninterest-bearing demand deposits

296,750

301,812

219,204

Other liabilities

7,852

8,606

7,719

Stockholders’ equity

124,089

119,578

105,591

Total

liabilities and stockholders’ equity

$ 1,209,936

$ 1,096,948

$ 953,864

Net

interest income

$ 13,190

$ 11,871

$ 9,426

Interest

rate spread (4)

3.36 %

3.11 %

2.86 %

Net

interest margin (5)

4.49 %

4.39 %

4.06 %

Ratio

of average interest-earning assets to average interest-bearing liabilities

1.53

1.62

1.50

(1)

Annualized.

(2)

Includes interest-earning

deposits with banks, Federal Funds Sold and Federal Home Loan Bank stock dividends.

(3)

Includes Federal Home Loan

Bank advances.

(4)

Interest rate spread represents

the difference between average yield on interest-earning assets and the average cost of interest-bearing liabilities.

(5)

Net interest margin is net

interest income divided by average interest-earning assets.

OptimumBank

Holdings, Inc.

Segments

of Loans Analysis (Unaudited)

(Dollars

in thousands)

March 31, 2026 change vs

March 31,

December 31,

September 30,

June 30,

March 31,

December 31,

March 31,

2026

2025

Residential real estate

$ 73,130

$ 74,018

$ 66,723

$ 66,602

$ 71,638

$ (888 )

$ 1,492

Multi-family real estate

63,655

65,693

67,435

68,321

63,615

(2,038 )

Commercial real estate

790,238

666,508

524,865

478,224

482,113

123,730

308,125

Land and construction

41,000

36,212

43,364

61,126

80,338

4,788

(39,338 )

Commercial

46,127

48,196

45,604

50,351

50,585

(2,069 )

(4,458 )

Consumer

76,744

68,166

65,731

59,940

51,955

8,578

24,789

Total

loans

1,090,894

958,793

813,722

784,564

800,244

132,101

290,650

Deduct:

Net deferred loan fees and costs

(1,300 )

(1,227 )

(892 )

(678 )

(742 )

(73 )

(558 )

Allowance for credit losses

(11,061 )

(10,273 )

(10,018 )

(9,338 )

(8,270 )

(788 )

(2,791 )

Loans,

net

$ 1,078,533

$ 947,293

$ 802,812

$ 774,548

$ 791,232

$ 131,240

$ 287,301

Explanation

of Certain Unaudited Non-GAAP Financial Measures

This

presentation contains financial information determined by methods other than Generally Accepted Accounting Principles (“GAAP”).

Management uses these non-GAAP financial measures in its analysis of the Company’s performance and believes these presentations

provide useful supplemental information, and a clearer understanding of the Company’s performance. The Company believes the non-GAAP

measures enhance investors’ understanding of the Company’s business and performance and if not provided would be requested

by the investor community. These measures are also useful in understanding performance trends and facilitate comparisons with the performance

of other financial institutions. The limitations associated with operating measures are the risk that persons might disagree as to the

appropriateness of items comprising these measures and that different companies might define or calculate these measures differently.

The Company provides reconciliations between GAAP and these non-GAAP measures. These disclosures should not be considered an alternative

to GAAP.

Non-GAAP

Reconciliations

Pre-tax,

Pre-provision earnings (Unaudited)

(Dollars in

thousands)

1Q26

4Q25

3Q25

2Q25

1Q25

Net Income (GAAP)

$ 4,663

$ 4,853

$ 4,324

$ 3,602

$ 3,870

Plus: Income Tax Expense

1,535

1,604

1,340

1,253

1,326

Plus: Credit Loss Expense

(Reversal)

770

398

763

1,040

(165 )

Pre-tax,

Pre-provision earnings (Non-GAAP)

6,968

6,855

6,427

5,895

5,031

Tangible

Book Value Per Common Share and Per Fully Diluted Share (Unaudited)

(Dollars in

thousands, except per share amounts)

1Q26

4Q25

3Q25

2Q25

1Q25

Total Stockholders’ (GAAP) and Tangible

Common Equity

$ 126,848

$ 121,897

$ 116,888

$ 111,348

$ 108,003

Common Shares Outstanding

12,167

11,534

11,884

11,751

Effect of conversion of series B preferred

shares if converted

10,582

11,114

Effect of conversion of

series C preferred shares if converted

876

526

Total Diluted Shares

23,625

23,524

23,391

Tangible Book Value per Common Share

$ 10.43

$ 10.57

$ 9.84

$ 9.48

$ 9.19

Tangible Book Value per Share - Diluted

$ 5.37

$ 5.18

$ 4.97

$ 4.76

$ 4.62

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v3.26.1

Cover

Apr. 24, 2026

Cover [Abstract]

Document Type

8-K

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false

Document Period End Date

Apr. 24, 2026

Entity File Number

001-42447

Entity Registrant Name

OPTIMUMBANK

HOLDINGS, INC.

Entity Central Index Key

0001288855

Entity Tax Identification Number

55-0865043

Entity Incorporation, State or Country Code

Entity Address, Address Line One

2929 East Commercial Boulevard

Entity Address, City or Town

Ft. Lauderdale

Entity Address, State or Province

Entity Address, Postal Zip Code

33308

City Area Code

954

Local Phone Number

776-2332

Written Communications

false

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false

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Trading Symbol

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Security Exchange Name

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Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

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Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

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Balance Type:

Period Type:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

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Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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Name:

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