Form 8-K

8-K — OptimumBank Holdings, Inc.

Accession: 0001493152-26-037611

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0001288855

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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2026-08-13

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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) August

13, 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

7.01 Regulation

FD Disclosure.

August 13, 2026, OptimumBank Holdings, Inc. will hold an investor conference call. During the call, management will provide

forward-looking earnings guidance. The script for that call is attached as Exhibit 99.1.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Exhibit

Name

Filed

Herewith

99.1

Investor conference call script

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:

August

13, 2026

By:

/s/

Moishe Gubin

Moishe

Gubin

Chief

Executive Officer and

Chairman of the Board of Directors

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

OptimumBank

Holdings, Inc. – Q2 2026 Earnings Webcast Script

Seth

Denison

Slide

Good afternoon, everyone, and thank you for joining us today for OptimumBank Holdings, Inc.’s Second Quarter 2026 Earnings

Webcast.

The

second quarter represents another milestone in the evolution of OptimumBank. During the quarter, we continued to build upon the momentum

established over the past several years, delivering record quarterly earnings while surpassing $1.4 billion in total assets for the first

time in the Company’s history. These results reflect the continued execution of our relationship-based banking strategy, disciplined

credit culture, and our focus on creating long-term value for shareholders.

Beyond

our financial performance, the second quarter was also transformational from a corporate perspective.

May, the Company announced a planned executive leadership transition, with our long-serving Chairman, Moishe Gubin, assuming the additional

role of Chief Executive Officer, while veteran banking executive Braden Smith joined OptimumBank as President. This transition was designed

to position the Company for its next phase of growth while maintaining the continuity that has defined OptimumBank for more than twenty-five

years.

also completed an important simplification of our capital structure through the exchange of all outstanding Series B and Series C Convertible

Preferred Stock into non-voting common stock. Because the preferred shares had already been reflected in our fully diluted share count,

the transaction had minimal impact on dilution while creating a simpler and more transparent capital structure for investors going forward.

Operationally,

we also continued expanding our lending platform. During the quarter, OptimumFinance completed its first transaction, providing another

avenue for growth while allowing the Company to leverage third-party capital alongside our traditional banking platform. Combined with

the earlier formation of OptimumFunding, these initiatives broaden our product offerings and create additional opportunities to serve

our customers while diversifying future earnings streams.

The

investment community has also continued to recognize our progress. During the quarter, OptimumBank earned two nationally recognized distinctions,

including being ranked the 49th best-performing community bank in the nation by S&P Global Market Intelligence and being recognized

by Raymond James as a Community Bankers Cup recipient, placing OptimumBank among the top-performing publicly traded community banks in

the country.

That

recognition has also extended to the research community. During the quarter, Brean Capital and A.G.P./Alliance Global Partners initiated

research coverage with Buy ratings, while Compass Point upgraded its rating on OptimumBank from Neutral to Buy. Together, these developments

expanded independent research coverage while reinforcing growing institutional awareness of the Company’s financial performance,

disciplined execution, and long-term growth strategy.

While

external recognition is certainly encouraging, our focus remains unchanged. Every day, we remain committed to serving our customers,

supporting our communities, and executing on the strategy that has produced these results. We believe that continued execution will create

lasting value for our shareholders over the long term.

Slide

Today’s call may include forward-looking statements based on management’s current expectations, assumptions, and beliefs

about OptimumBank’s business and the environment in which it operates. These statements are subject to risks and uncertainties

that could cause actual results to differ materially from those anticipated.

The

call is being recorded, and we refer you to our SEC filings, including our most recent Form 10-Q, for additional information regarding

risk factors and forward-looking statements.

Additionally,

references will be made during this call to non-GAAP financial results. Investors are encouraged to review these non-GAAP financial measures

as identified in the presentation deck.

Slide

Joining me today are Moishe Gubin, Chairman of the Board and Chief Executive Officer; Braden Smith, President; and Elliot Nunez,

Chief Financial Officer and Executive Vice President.

This

leadership team combines decades of banking, financial, and executive leadership experience and is well positioned to guide the Company’s

continued growth.

After

this brief presentation, Moishe, Braden and Elliot will be available for any viewers questions during the Q&A session.

With

that, I’ll turn it over to Moishe to begin the presentation.

Moishe

Gubin

Slide

Thank you, Seth, and good afternoon, everyone.

Thank

you for joining us today and for your continued support of our beloved bank.

When

I look at Slide 4, I’m reminded that our performance this quarter is the result of a strategy we have consistently executed over

many years.

Since

opening our doors in 2000, our mission has remained the same: build a relationship driven community bank that serves its customers while

creating long term value for shareholders. What has changed is the scale of the opportunity before us.

Over

the past several years, we’ve transformed OptimumBank into an institution that has now surpassed $1.4 billion. Along the way, we’ve

expanded our franchise, strengthened our leadership team, broadened our lending capabilities, and significantly increased our earnings

power.

Today,

we are not simply a larger bank. We are a stronger and more profitable bank. During the second quarter, our annualized core return on

average equity reached 26.9%, reflecting the earnings power we’ve built while maintaining disciplined underwriting and a conservative

approach to risk.

This

quarter marks another important chapter in our evolution. The additions of OptimumFunding and OptimumFinance expand our lending platform

and enhance our ability to meet a broader range of our borrowers’ financing needs. These capabilities allow us to deepen existing

relationships, support our customers across more stages of their growth, and extend those relationships further than we have been able

to in the past. At the same time, our leadership transition positions the Company for its next phase while maintaining the continuity

that has guided our success.

Chairman for more than sixteen years, and now as Chief Executive Officer, I remain extremely optimistic about our future. While we are

proud of what we have accomplished, I believe we are still in the early stages of our long-term growth opportunity.

With

that, let’s turn to our second quarter financial results.

Slide

Turning to Slide 5, I believe our second quarter results demonstrate the strength and scalability of our business model. Importantly,

we believe this quarter establishes a sustainable new benchmark for our financial performance going forward. Based on our current quarterly

earnings run rate of approximately $0.28 per share, we believe it is reasonable to increase our forward-looking annual earnings estimate

to a range of approximately $1.00 per share to approximately $1.15 per share.

reported record quarterly net income of $6.7 million, representing a 43% increase over the first quarter and an 85% increase over the

second quarter of last year. As a result, profitability strengthened considerably, with pretax income increasing by approximately $2.6

million from the first quarter.

Net

interest income grew to nearly $14.7 million, driven by continued loan growth and disciplined balance sheet management. At the same time,

noninterest income increased to approximately $2.5 million, reflecting the continued diversification of our revenue streams. We also

recorded a reversal of credit loss expense during the quarter, highlighting the continued strength of our loan portfolio. That positive

credit trend continued immediately following quarter-end. On July 1, one loan that had been past due was paid off and another was brought

current, reducing our loans more than 30 days past due to a very modest level.

also want to briefly address our earnings per share presentation. During the second quarter, we completed the exchange of all outstanding

Series B and Series C Convertible Preferred Stock into nonvoting common stock. Because those preferred shares had already been reflected

in our fully diluted share count, the exchange had minimal impact on diluted earnings per share. Going forward, our capital structure

is simpler and easier for investors to understand.

Overall,

I believe these results reflect the continued execution of our long-term strategy and reinforce our confidence in the opportunities that

lie ahead.

Slide

Turning to Slide 6, this reconciliation highlights a metric that I believe best reflects the underlying earnings power of our franchise:

core pretax, preprovision earnings.

During

the second quarter, core pretax, preprovision earnings increased to $8.8 million, while our annualized core ROE reached 26.9%. These

are exceptional results and demonstrate that our profitability continues to improve as we grow the balance sheet.

Our

objective has never been growth for growth’s sake. Our objective is to build a larger, more profitable institution that consistently

generates attractive returns for our shareholders while maintaining disciplined underwriting and prudent risk management.

Slide

Turning to Slide 7, I believe this slide best illustrates the transformation of OptimumBank over the past several years.

Since

2022, total assets have grown at a compound annual growth rate of more than 28%, increasing from approximately $585 million to more than

$1.4 billion today. During that same period, we’ve continued investing in our people, expanding our franchise, and building the

infrastructure necessary to support our long term growth.

Our

profitability has grown alongside the balance sheet. During the second quarter, net interest margin expanded to 4.57%, and we believe

there is still some opportunity for further expansion. At the same time, annualized core pretax, preprovision earnings reached nearly

$32 million. These results demonstrate that the investments we’ve made in our people, technology, lending capabilities, and new

business platforms are translating into stronger operating performance and increasing shareholder value.

While

we are proud of what we’ve accomplished, we believe there remains significant opportunity ahead. We intend to continue executing

the same strategy that has brought us to this point by growing responsibly, serving our customers, investing in our communities, and

creating long term value for our shareholders.

With

that, I’ll turn the presentation over to our Chief Financial Officer, Elliot Nunez, who will review our financial results in greater

detail.

Elliot

Nunez

Thank

you, Moishe.

Moishe discussed on Slide 5, the second quarter reflected continued growth in earnings and profitability. I’ll build on that overview

by walking through the underlying revenue, funding costs, and expense trends shown on Slide 8.

Total

interest income increased to $21.7 million during the quarter, driven primarily by continued loan growth. Total interest expense also

increased as deposit balances and borrowings supported balance sheet growth. As a result, net interest income increased to $14.7 million,

up approximately $1.5 million from the first quarter and $4.5 million from the second quarter of last year. Net interest margin expanded

to 4.57%, compared to 4.49% in the prior quarter and 4.14% a year ago.

recorded a $37 thousand reversal of credit loss expense during the quarter, compared to a $770 thousand provision in the first quarter,

reflecting the continued strength of our credit quality.

Total

noninterest income increased to $2.49 million, driven by growth in service charges and other fee income. Total noninterest expense increased

to $8.38 million, reflecting continued investments in personnel and technology to support the Company’s growth.

These

results contributed to pretax income of $8.84 million, an increase of approximately $2.64 million from the first quarter. Net income

increased to $6.66 million, or $0.40 per basic share and $0.28 per diluted share.

Slide

Turning to Slide 9, this slide summarizes our results for the first six months of 2026 compared to the first six months of 2025.

Total

interest income increased by approximately $10.6 million to $41.2 million, while net interest income increased by approximately $8.2

million to $27.9 million. This growth was primarily driven by continued expansion of the loan portfolio and higher earning assets.

Total

noninterest income increased by approximately $1.2 million to $4.3 million. Noninterest expense increased by approximately $4.6 million,

primarily reflecting investments in personnel, technology, and infrastructure to support the Company’s continued growth.

Pretax

income increased to $15.0 million from $10.1 million during the first six months of 2025, while net income increased to $11.3 million,

compared to $7.5 million in the prior-year period. Basic earnings per share increased to $0.79 from $0.64, and diluted earnings per share

increased to $0.48 from $0.32.

Slide

Moving

to Slide 10.

Gross

loans increased to approximately $1.22 billion at June 30, 2026. Since December 31, 2022, the loan portfolio has grown at a compound

annual growth rate of 30.19%. The loan yield for the first six months of 2026 was 7.11%.

Total

deposits increased to approximately $1.21 billion at June 30, 2026, representing a compound annual growth rate of 28.27% since December

31, 2022. Annualized noninterest income totaled approximately $8.6 million through the first six months of 2026. Since December 31, 2022,

noninterest income has grown at a compound annual growth rate of 35.68%.

Slide

Turning to Slide 11. Credit quality remained strong during the second quarter.

June 30, 2026, the allowance for credit losses to loans was 0.91%. Nonperforming assets represented 0.22% of total assets, and net charge-offs

to average loans were 0%. These metrics continue to reflect the quality of our loan portfolio and our disciplined underwriting practices.

The

Bank also remained well capitalized. Our Tier 1 leverage ratio was 10.54% at quarter end.

Slide

Turning to the balance sheet, we continued building on the momentum achieved in 2025.

Total

assets increased by $401.8 million year-over-year to $1.40 billion at June 30, 2026. This growth was well funded, with total deposits

increasing by $335.2 million to $1.21 billion over the same period.

the funding side, we maintained strong balance sheet discipline while continuing to diversify our deposit base and maintain ample on-

and off-balance-sheet liquidity.

Finally,

reflecting strong earnings retention and disciplined capital management, total stockholders’ equity increased by $20.0 million

year-over-year to $134.4 million at June 30, 2026.

Slide

Turning to our final slide, I believe it summarizes many of the themes we’ve discussed throughout today’s presentation.

Since

December 31, 2022, our loan portfolio has grown at a compound annual growth rate of 30.19%, while deposits have grown at a 28.27% compound

annual growth rate. At the same time, tangible book value per diluted share has increased to $5.65.

believe that growth has been achieved without sacrificing profitability. Our efficiency ratio of 48.79% continues to compare favorably

to our peer group, while our net interest margin of 4.57% remains well above the peer average.

discussed earlier, the exchange of our Series B and Series C Convertible Preferred Stock during the second quarter simplified our capital

structure. Although diluted earnings per share for the first six months of 2026 reflects the impact of the exchange occurring during

the reporting period, future reporting will reflect our simplified capital structure.

Overall,

we believe these metrics demonstrate the continued execution of our long-term strategy and our commitment to creating value for our shareholders.

I’ll

now turn the call back to Moishe.

Moishe

Gubin

Slide

Thank you, Elliot.

we conclude today’s presentation, I want to thank our employees, customers, shareholders, and Board of Directors for their continued

trust and support. The results we reported today reflect the dedication of our team and the strength of the franchise we have built together.

While

we are proud of another record quarter, we remain focused on the opportunities ahead. We believe OptimumBank is well positioned for continued

growth, supported by a strong balance sheet, a diversified lending platform, disciplined credit culture, and an experienced management

team committed to long-term value creation.

Chairman for more than sixteen years and now as Chief Executive Officer, I am excited about the future of our Company. We will continue

to execute the same disciplined strategy that has brought us to this point while remaining focused on serving our customers, supporting

our communities, and delivering sustainable returns for our shareholders.

With

that, I’ll turn it back to Seth to open the call for questions.

Seth

Denison

Thanks,

Moishe. OptimumBank continues to deliver strong financial performance, and we appreciate those taking the time to learn more about us.

Let’s open it up for questions.

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