Form 8-K

8-K — OptimumBank Holdings, Inc.

Accession: 0001493152-26-034476

Filed: 2026-07-24

Period: 2026-07-24

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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2026-07-24

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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) July 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 ☐

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

2.02. Results of Operations and Financial Condition.

Item

7.01 Regulation FD Disclosure.

July 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 and six month period ended June 30, 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 July 24, 2026

99.2

Presentation dated July 24, 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:

July

24, 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. Financial Performance for the Second Quarter of 2026

Fort

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

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 Bridge and HUD-lender and OptimumFinance, LLC, a non-bank, wholly

owned financing subsidiary. The Company is pleased to announce net income of $6.7 million, or $0.40 per basic share, and $0.28 per

diluted share, for the second quarter of 2026, compared to $4.7 million, or $0.39 per basic share, and $0.20 per diluted share in

the first quarter of 2026 and $3.6 million, or $0.31 per basic share, and $0.15 per diluted share, for the comparable quarter

last year. For the six months ended June 30, 2026, net income was $11.3 million, or $0.79 per basic share, and $0.48 per diluted

share, compared to net income of $7.5 million, or $0.64 per basic share, and $0.32 per diluted share, for the six months

ended June 30, 2025. The increase of $3.8 million in net income for the six-month ended June 30, 2026, compared to the same period in

2025, was primarily driven by a $8.2 million improvement in net interest income and $1.2 million increase in noninterest income, partially

offset by a $4.6 million increase in noninterest expenses and the corresponding increase in income tax expense. Diluted shares include

the impact of the exchange of Series B and C preferred shares to nonvoting common stock that occurred during the second quarter of 2026.

The

Company will host a webcast call to discuss the results of the second quarter of 2026 on August 13, 2026, at 1:00pm

ET. 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/432597526/guest?t=1784670390505. Company management will also be available to respond to questions

at the conclusion of the presentation.

The

Company continued with strong growth throughout the second quarter of 2026. The gross loan portfolio increased by $126.2 million, or 11.6%, from March

31, 2026 to $1.2 billion at June 30, 2026. Total deposits increased by $121.2 million from March 31, 2026, totaling $1.2 billion at June

30, 2026, or 11.1% from the prior quarter. This also represents growth of $335.2 million in total deposits since June 30, 2025, or an

increase of 38.1%.

Highlights

for the Second Quarter of 2026

●

Net

income of $6.7 million, or $0.40 per basic share, and $0.28 per diluted share (“diluted EPS”) for

the quarter-ended June 30, 2026.

●

Return

on Average Assets (“ROAA”) was 2.04% for the second quarter of 2026, compared to 1.56% in the first quarter of 2026 (both

annualized).

●

Return on

Average Equity (“ROAE”) was 20.34% for the second quarter of 2026, compared to

15.12% in the first quarter of 2026 (both annualized).

●

Net

interest margin was 4.57%, reflecting an 8 basis point increase from 4.49% in the first quarter of 2026.

●

Total

assets grew by $132.2 million to $1.4 billion from March 31, 2026.

●

Total

deposits increased by $121.2 million to $1.2 billion from March 31, 2026.

●

Gross

loans increased by $126.2 million during the quarter to $1.2 billion, compared to $1.1 billion at March 31, 2026.

●

Total

stockholders’ equity increased by $7.5 million to $134.4 million as of June 30, 2026, up from $126.9 million as of March 31,

2026, reflecting continued earnings retention.

During the second quarter, the Company successfully

completed its previously announced leadership transition. Effective May 1, 2026, Moishe Gubin, who has served as Chairman of the Board

for more than sixteen years, assumed the additional role of Chief Executive Officer. Having played a central role in the Company’s strategic

direction, governance, and growth over the past decade and a half, Mr. Gubin brings deep institutional knowledge and a thorough understanding

of the Bank’s operations, customers, and long-term objectives. At the same time, Braden R. Smith joined the Bank as President, while

Timothy Terry retired following thirteen years of dedicated service and continues to support the orderly transition of responsibilities.

Together, the Company’s experienced leadership team remains focused on executing its strategic growth initiatives and delivering long-term

shareholder value.

“Our

momentum continued to accelerate during the second quarter as we delivered another record quarter while executing on the strategic initiatives

that position the Company for continued long-term growth,” said Chairman of the Board and Chief Executive Officer Moishe Gubin.

“We delivered record quarterly earnings while continuing to generate exceptional loan and deposit growth, expand our net interest

margin, and maintain strong credit quality. At the same time, we have begun executing on our strategy to expand into complementary financial

services through OptimumFinance, further diversifying our platform for future growth. We remain focused on creating long-term value for

our shareholders.”

Net

interest income for the quarter-ended June 30, 2026 increased to $14.7 million, up by $1.5 million from the first quarter of 2026 and

$4.5 million from the second 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 3.30%, down by 19 basis points from 3.49% in the second quarter

of 2025, while interest-earning asset yields rose 22 basis points to 6.75%. The Company’s net interest margin rose

25 basis points from the second quarter of 2025 to 4.57% as of quarter-ended June 30, 2026, a reflection of disciplined

loan and deposit pricing strategy, prudent liquidity management, and balance sheet optimization.

Noninterest

income for the quarter-ended June 30, 2026 increased to $2.5 million, or by $0.7 million from the prior quarter, primarily driven by

an increase in gains on the sale of government guaranteed SBA loans and increases in service charges and fees related to banking

services. Noninterest expenses increased to $8.4 million, or $0.4 million from the first quarter, primarily relating to an increase in

employee compensation expenses. The Company’s efficiency ratio (non-GAAP measure) was 48.78% for the second quarter

of 2026, consistent with prudent cost management amid balance sheet expansion and associated revenue expansion.

Credit loss reversal for the quarter-ended

June 30, 2026 was $0.4 million, primarily due to improvements in the credit quality of the loan portfolio and the evaluation of

factors used to determine the credit loss, partially offset by the growth in the loan portfolio. Gross charge-offs remained modest

at $50,000 while recoveries totaled $39,000 resulting in net charge-offs of only $11,000 during the second quarter of 2026. The allowance

for credit losses stood at $11.0 million as of June 30, 2026, or 0.91% of total loans.

Loan

portfolio growth remained strong in the second quarter of 2026. Gross loans increased by $126.2 million from the prior quarter. Commercial

real estate continued to expand, growing by $114.9 million in the second quarter. Additionally, there were increases in the consumer,

land and construction, commercial, and residential portfolio segments, up $6.7 million, $5.3 million, $5.3 million, and $5.1 million,

respectively. These gains were partially offset by a decline of $11.1 million in multi-family 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, as well as OptimumFinance, LLC commencing activity in the second quarter of 2026.

OptimumFinance, LLC completed its first loan in the second quarter of 2026 for $14.2 million, and is expected to continue growing

through 2026. During the quarter, OptimumFinance, LLC issued a $14.0 million note payable to fund its first loan which is guaranteed

by the Company. OptimumFinance leveraged their balance sheet to attain the highest yield they could earn for the risk they took in

the loan they made.

the funding side, total deposits increased by $121.2 million to $1.2 billion from the first quarter of 2026, with strong sequential growth

across all deposit categories. The Company had $25.0 million in Federal Home Loan Bank (“FHLB”) advances outstanding at June

30, 2026, a decrease of $15.0 million from March 31, 2026.

The

Bank’s capital levels remain strong, with a Tier 1 Leverage Ratio of 10.54%, well above regulatory minimums. The Company remains

well positioned to support continued growth and earnings momentum. The modest decline from the prior quarter of 20 basis points

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, OptimumBank was ranked number 49 out of 3,465 U.S. community

banks by S&P Global Market Intelligence, placing the Company among the top 1.4% nationwide. During the second quarter of 2026, the

Company was named among the top 10% of publicly traded community banks in the nation in the Raymond James Community Bankers Cup. The

Company’s growing visibility within the investment community was further demonstrated during the quarter as Alliance Global Partners

and Brean Capital initiated equity research coverage with Buy ratings, while Compass Point upgraded its rating on the Company from Neutral

to Buy. As a result, all three independent equity research firms currently covering the Company maintain Buy ratings. The Company continues

to invest in technology, talent, and targeted growth initiatives 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

2Q26 change vs

2Q26

1Q26

4Q25

3Q25

2Q25

1Q26

2Q25

Selected Balance Sheet Data

Total assets

$ 1,400,937

$ 1,268,735

$ 1,111,678

$ 1,083,043

$ 999,127

$ 132,202

$ 401,810

Total gross loans

$ 1,217,083

$ 1,090,894

$ 958,793

$ 813,722

$ 784,564

$ 126,190

$ 432,519

Total deposits

$ 1,214,045

$ 1,092,883

$ 931,750

$ 959,487

$ 878,865

$ 121,162

$ 335,180

Earnings Highlights

Net income

$ 6,655

$ 4,663

$ 4,853

$ 4,323

$ 3,602

$ 1,992

$ 3,053

Diluted earnings per share (EPS)

$ 0.28

$ 0.20

$ 0.21

$ 0.18

$ 0.15

$ 0.08

$ 0.13

Net interest income

$ 14,697

$ 13,190

$ 11,871

$ 11,048

$ 10,242

$ 1,507

$ 4,455

Performance Ratios

Net interest margin

4.57 %

4.49 %

4.39 %

4.37 %

4.32 %

0.08 %

0.25 %

Net interest spread

3.45 %

3.36 %

3.11 %

2.98 %

3.08 %

0.09 %

0.37 %

Cost of interest-bearing liabilities

3.30 %

3.26 %

3.34 %

3.48 %

3.49 %

0.05 %

(0.19 )%

Efficiency ratio

48.78 %

53.47 %

49.59 %

50.68 %

51.18 %

(4.69 )%

(2.40 )%

Loan-to-deposit ratio

99.20 %

98.69 %

101.67 %

83.67 %

88.13 %

0.52 %

11.07 %

Return on (annualized)

Average assets (ROAA)

2.04 %

1.56 %

1.77 %

1.68 %

1.48 %

0.47 %

0.55 %

Average equity (ROAE)

20.34 %

15.12 %

16.23 %

15.17 %

13.10 %

5.22 %

7.24 %

Average tangible assets (ROTA)

2.04 %

1.56 %

1.77 %

1.68 %

1.48 %

0.47 %

0.55 %

Pre-tax pre-provision net revenue (PPNR)

$ 8,801

$ 6,968

$ 6,855

$ 6,426

$ 5,895

$ 1,833

$ 2,906

Other Operating Measures

Common Shares outstanding - Voting

12,340,785

12,166,858

11,533,943

11,883,943

11,751,082

173,927

589,703

Common Shares outstanding - Nonvoting

11,458,351

Fully diluted shares outstanding

23,799,136

23,625,209

23,523,473

23,390,612

177,053

408,524

Fully diluted tangible book value per share

$ 5.65

$ 5.37

$ 5.18

$ 4.97

$ 4.76

$ 0.28

$ 0.89

Tier 1 Capital to total assets

10.54 %

10.74 %

11.39 %

11.71 %

11.89 %

(0.20 )%

(1.35 )%

Financial

Results

Statement

of Income

Net

income was $6.7 million for the second quarter of 2026, compared to net income of $4.7 million for the first quarter of 2026, and

$3.6 million for the second quarter of 2025. The increase from the first quarter of 2026 was primarily due to an increase in interest

income to $21.7 million, compared to $19.5 million in the first quarter, primarily driven by an increase in interest income on loans.

Additionally, there was a $0.8 million decline in credit loss expense and a $0.7 million increase in noninterest income, partially

offset by increases of $0.7 million and $0.4 million in interest expense and noninterest expense, respectively.

Total

interest income was $21.7 million for the second quarter of 2026, compared to $19.5 million in the first quarter of 2026 and $15.6

million in the second quarter of 2025. The sequential growth was driven by a $2.3 million increase in interest income from loans. Compared to the second quarter of

2025, the increase was primarily due to a $338.6 million increase in average loan balances.

The

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

Quarterly Trends

2Q26

change vs

2Q26

1Q26

4Q25

3Q25

2Q25

1Q26

2Q25

Interest income

Loans

$ 20,386

$ 18,114

$ 15,437

$ 14,082

$ 14,026

$ 2,272

$ 6,360

Debt securities

204

191

164

153

158

Other

1,134

1,148

1,837

2,086

1,404

(14 )

(270 )

Total

interest income

$ 21,724

$ 19,453

$ 17,438

$ 16,321

$ 15,588

$ 2,271

$ 6,136

Interest

expense totaled $7.0 million for the second quarter of 2026, compared to $6.3 million for the first quarter of 2026 and $5.3 million

for the second quarter of 2025. Compared to the first quarter of 2026, the increase in interest expense was primarily attributable to

a $73.8 million increase in average interest-bearing liability balances, and a four basis point increase in the cost of

interest-bearing liabilities from 3.26% to 3.30%. Compared to the second quarter of 2025, there was a $158.9 million increase in average

interest-bearing liability balances, with a 19 basis point decrease in the cost of interest-bearing liabilities, from 3.49% to 3.30%.

Net

interest income was $14.7 million in the second quarter of 2026, up from $13.2 million in the first quarter of 2026 and $10.2 million

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

of $98.2 million, partially offset by the increase in average interest-bearing liability balances and the higher cost on

interest-bearing liabilities. On a year-over-year basis, the growth in net interest income was primarily attributable to a $338.6 million

increase in average loan balances.

Net

interest margin expanded to 4.57% for the second quarter of 2026, compared to 4.49% for the first quarter of 2026 and 4.32%

for the second quarter of 2025. Compared to the first quarter of 2026, net interest margin increased by eight basis points,

primarily driven by the increase in interest-bearing assets. Compared to the second quarter of 2025, net interest margin increased by

25 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 3.30% in the second quarter of 2026, up from 3.26% in the first quarter of 2026 and

down from 3.49% in the second quarter of 2025. The increase from the first quarter of 2026 was primarily due to a note payable

issued by the OptimumFinance, LLC subsidiary during the quarter at 10.00% with an average balance of $10.9 million and modestly

higher yields on savings, NOW, and money market deposits. Excluding the note payable impact, the cost of interest-bearing liabilities

was 3.21%, or five basis points lower from the first quarter of 2026.

Compared to the same quarter last year, the cost of interest-bearing liabilities decreased by 19 basis points. This reduction was

due to a decrease in yields across the deposit portfolio with disciplined pricing following rate reductions partially offset by

an increase in borrowings.

Credit loss expense was

a $0.4 million reversal during the second quarter of 2026, compared to $0.8 million of expense in the first quarter

of 2026, and $1.0 million of expense for the second quarter of 2025. The decrease in credit loss expense from the first

quarter was primarily attributable to improvements in the credit quality of the loan portfolio and the evaluation of factors used

to determine the credit loss, partially offset by the $132.1 million increase in gross loan balances. Gross charge-offs remained

modest at $50,000 while recoveries totaled $39,000, resulting in net charge-offs of $11,000 during the second quarter of 2026. The Company’s

allowance for credit losses stood at $11.0 million, or 0.91% of total loans, as of June 30, 2026 compared to 1.01% at March 31, 2026

and 1.19% at June 30, 2025.

Noninterest

income totaled $2.5 million for the second quarter of 2026, up from $1.8 million in the prior quarter and $1.8 million in the second

quarter of 2025. The quarter-over-quarter increase of $0.7 million was primarily driven by an increase in gains on the sale of government

guaranteed SBA loans and increases in service charges and fees related to banking services. Compared to the same quarter last year,

the $0.7 million increase in noninterest income was primarily related to increases in wire transfers, ACH fees on deposit payment transactions

and gains on the sale of government guaranteed SBA loans.

Noninterest

expenses totaled $8.4 million for the second quarter of 2026, compared to $8.0 million in the first quarter of 2026 and $6.2 million

in the second quarter of 2025. Compared to the first quarter of 2026, the increase of $0.4 million primarily relates to a $0.3 million

increase in employee compensation expenses. Compared to the second quarter of 2025, the increase of $2.2 million includes increases

of $1.5 million, $0.4 million, and $0.2 million in employee compensation expenses, data processing, and other expenses, respectively.

The

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

Quarterly Trends

2Q26

change vs

(Dollars in thousands)

2Q26

1Q26

4Q25

3Q25

2Q25

1Q26

2Q25

Noninterest expenses

Salaries and employee benefits

$ 5,279

$ 4,988

$ 3,672

$ 4,004

$ 3,738

$ 291

$ 1,541

Professional fees

363

295

333

276

275

Occupancy and equipment

354

338

328

327

294

Data processing

986

914

794

788

625

361

Regulatory assessment

196

179

161

126

202

(6 )

Losses on sale and write-downs of other real

estate owned

(5 )

Other

1,204

1,287

1,401

1,083

1,047

(83 )

157

Total

noninterest expenses

$ 8,382

$ 8,006

$ 6,743

$ 6,604

$ 6,181

$ 376

$ 2,201

Income

tax expense was $2.2 million for the second quarter of 2026 compared to $1.5 million in the first quarter of 2026 and $1.3

million in the second quarter of 2025. The effective tax rate for the quarter was 24.7%, compared to 24.8% in the prior quarter

and 25.8% from the prior year comparative quarter.

Balance

Sheet

Total

assets were $1.40 billion as of June 30, 2026, increasing from $1.27 billion at March 31, 2026, and up from $999.1 million at June

30, 2025. The quarter-over-quarter growth of $132.2 million was primarily attributable to a $125.8 million increase in net loans and

a $6.2 million increase in cash and cash equivalents.

Cash

and cash equivalents at June 30, 2026, were $146.2 million, which increased from $140.0 million at March 31, 2026, and decreased

from $181.8 million at June 30, 2025.

Investment securities (debt securities

available for sale and held-to-maturity) at June 30, 2026, were $26.9 million, compared to $27.3 million at March 31 2026,

and $22.6 million at June 30, 2025. There were no debt security purchases during the second quarter of 2026. No sales of debt

securities were reported during these periods.

Total

gross loans at June 30, 2026, were $1.22 billion, an increase from $1.09 million at March 31, 2026, and up from $784.6

million at June 30, 2025. Gross loans increased during the quarter reflecting growth in commercial real estate, consumer, land and

construction, commercial, consumer, and residential loans. Compared to June 30, 2025, the gross loan portfolio increased by $432.5

million, reflecting growth primarily in commercial real estate.

The allowance for credit losses (“ACL”)

was $11.0 million as of June 30, 2026, representing 0.91% of total loans, compared to 1.01% at March 31, 2026. The ACL

balance saw a decrease from $11.1 million at March 31, 2026 and increased from $9.3 million at June 30, 2025, respectively.

The quarter-over-quarter decrease of $41,000 million was, primarily driven by improvements in the credit quality of

the loan portfolio and the evaluation of factors used to determine the credit loss, partially offset by the growth in the loan

portfolio. 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:

June

30, 2026 change vs

June 30,

March 31,

December 31,

September

30,

June 30,

March 31,

June 30,

2026

2025

2026

2025

Beginning balance

$ 11,061

$ 10,273

$ 10,018

$ 9,338

$ 8,270

$ 788

$ 2,791

Credit loss expense (reversal) –

funded

(30 )

791

389

639

1,043

(821 )

(1,073 )

Charge-offs

(50 )

(44 )

(201 )

(129 )

(72 )

(6 )

Recoveries

170

(2 )

(58 )

Ending balance

$ 11,020

$ 11,061

$ 10,273

$ 10,018

$ 9,338

$ (41 )

$ 1,682

Nonaccrual

loans totaled $2.1 million at June 30, 2026, compared to $2.2 million at March 31, 2026, and $3.2 million at

June 30, 2025. The decrease from the prior year was primarily due to a decrease in commercial, and consumer nonaccrual loans of $1.1

million. As of June 30, 2026, there were no loans accruing interest that were 90 days or more past due. Subsequent to June 30, 2026,

a nonaccrual loan with a balance of $1.0 million was settled. Additionally, the Company did not report any modified loans to borrowers

experiencing financial difficulty during the second quarter of 2026.

Nonperforming assets (“NPA”)

reflected strong asset quality at June 30, 2026. Nonaccrual loans decreased to $2.1 million from $2.2 million at March

31, 2026 and $3.2 million at June 30, 2025. The $0.1 million decrease from March 31, 2026 was due to payments received

on nonaccrual loans. The $1.1 million decrease from June 30, 2025 included payoffs from previously recorded nonaccrual loans, along with

the sale of other real estate owned.

Total

deposits at June 30, 2026, were $1.21 billion, an increase from $1.09 billion at March 31, 2026, and an increase from

$878.9 million at June 30, 2025. The increase from March 31, 2026, was attributable to increases in all deposit categories, with a 15.6%

increase in time deposits and a $14.5 million, or 4.8% increase in noninterest-bearing demand deposits. The increase from June 30, 2025

was also attributable to increases in all deposit categories, most notably a 60.7% increase in time deposits and a 22.9% increase in

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

Accumulated

other comprehensive loss (“AOCL”) was $4.8 million at June 30, 2026, compared to $4.7 million at March 31, 2026, and

$5.4 million at June 30, 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 $0.6 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 $134.4

million as of June 30, 2026, compared to $126.8 million as of March 31, 2026, and $111.3 million as of June 30, 2025. The increase during

the second quarter was principally attributable to net income of $6.7 million, $0.9 million in additional equity through the Company’s

ongoing at-the-market (“ATM”) offering, and $0.1 million related to the exchange of Series B and C Preferred shares

for nonvoting common stock, partially offset by the $0.1 million increase in AOCL.

Earnings Per Share (“EPS”)

for the quarter-ended June 30, 2026, the Company reported $0.40 per basic share and $0.28 diluted EPS, compared to $0.39 and $0.20 per

basic share and diluted EPS, respectively, for the quarter-ended March 31, 2026, and $0.31 and $0.15 per basic share and diluted EPS,

respectively, for the quarter-ended June 30, 2025. The increase was primarily driven by strong growth in net income, which increased

from $3.6 million for the quarter-ended June 30, 2025, to $6.7 million for the quarter-ended June 30, 2026. Diluted earnings per share

for prior periods have been retrospectively adjusted to reflect the amended conversion rights of the Series B Convertible Preferred Stock,

which became effective during the third quarter of 2025, to ensure comparability. Additionally, during the second quarter of 2026, the

Company amended its Articles of Incorporation to authorize a new class of Nonvoting Common Stock and exchanged all outstanding Series

B and Series C Convertible Preferred Stock for an aggregate of 11,458,351 shares of Nonvoting Common Stock. Because the Series B and

Series C Convertible Preferred Stock had already been reflected in the Company’s diluted weighted-average share count under the if-converted

method, the exchange did not materially affect diluted earnings per share or dilute existing shareholders’ ownership interests. The primary

impact was on the weighted-average common shares used in the calculation of basic earnings per share, as the exchange occurred during

the quarter and basic EPS reflects the timing of the conversion. Accordingly, this release presents both basic and diluted earnings per

share to facilitate comparability with prior periods and to reflect the transition in the Company’s capital structure during the quarter.

Absent future dilutive securities or other changes in the Company’s capital structure, the Company expects basic and diluted earnings

per share to be identical in future filings.

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.

Tangible book value per diluted share at June

30, 2026, was $5.65 at June 30, 2026, up $0.28 per share, or 20.9% annualized from $5.37 at March 31, 2026 on a fully diluted basis,

and up $0.89, or 18.7% from $4.76 at June 30, 2025. This is based on total common shares outstanding of 23,799,136 at June

30, 2026 (up from 23,625,209 shares on a fully diluted basis

at March 31, 2026, and up from 23,390,612 shares on a fully diluted basis at June 30, 2025). Additional common shares totaling

174,348 common shares were issued in the quarter-ended June 30, 2026 through the Company’s ATM offering. During the second

quarter of 2026, the Company exchanged all outstanding Preferred Stock shares, or 1,295 and 875,641 shares of related party Series B

Convertible Preferred Stock and Series C Convertible Preferred Stock, respectively, for a total of 11,458,351 shares of Nonvoting Common

Stock (see below for further information). This exchange did not change the ownership interests of existing shareholders or result in

economic dilution, but rather simplified the Company’s capital structure and future financial reporting by replacing the convertible

preferred shares with an equivalent number of nonvoting common shares.

The increase in tangible book value per diluted

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)

June

30, 2026 change vs

June 30,

March 31,

December 31,

September

30,

June 30,

March 31,

June 30,

2026

2025

2026

2025

Assets

Cash and due from banks

$ 14,637

$ 15,074

$ 9,349

$ 9,271

$ 8,833

$ (437 )

$ 5,804

Interest-bearing deposits

with banks

131,601

124,942

105,210

225,815

172,921

6,659

(41,320 )

Total cash and cash equivalents

146,238

140,016

114,559

235,086

181,754

6,222

(35,516 )

Debt securities available for sale

26,646

27,044

25,184

22,926

22,378

(398 )

4,268

Debt securities held-to-maturity

208

212

214

246

260

(4 )

(52 )

Loans, net of allowance for credit losses

1,204,381

1,078,533

947,294

802,812

774,548

125,848

429,833

Federal Home Loan Bank stock

1,966

2,678

3,028

658

(712 )

1,308

Premises and equipment, net

3,132

2,797

2,490

2,308

2,426

335

706

Other real estate owned

551

Right-of-use lease assets

2,405

2,511

2,617

2,725

2,552

(106 )

(147 )

Accrued interest receivable

4,862

3,994

3,621

3,171

3,138

868

1,724

Deferred tax asset

3,143

3,116

3,108

3,238

3,135

Other assets

7,956

7,834

$ 9,012

$ 9,873

$ 8,278

122

(322 )

Total

assets

$ 1,400,937

$ 1,268,735

1,111,678

1,083,043

999,127

$ 132,202

$ 401,810

Liabilities and Stockholders’

Equity

Liabilities

Noninterest-bearing demand deposits

$ 319,375

$ 304,887

$ 266,520

$ 313,973

$ 259,816

$ 14,488

$ 59,559

Savings, NOW and money-market deposits

383,297

345,494

306,921

309,087

300,907

37,803

82,390

Time deposits

511,373

442,502

358,309

336,427

318,142

68,871

193,231

Total deposits

1,214,045

1,092,883

931,750

959,487

878,865

121,162

335,180

Federal Home Loan Bank advances

25,000

40,000

50,000

(15,000 )

25,000

Operating lease liabilities

2,547

2,647

2,745

2,846

2,661

(100 )

(114 )

Other Borrowings

14,000

Other liabilities

10,965

6,357

5,286

3,822

6,253

4,608

4,712

Total

liabilities

1,266,557

1,141,887

989,781

966,155

887,779

124,670

378,778

Stockholders’ equity

Preferred stock

Series B Convertible Preferred

Series C Convertible Preferred

Common stock

124

122

115

119

118

Nonvoting Common stock

115

Additional paid-in capital

113,832

112,993

112,578

112,574

112,010

839

1,822

Retained earnings (accumulated deficit)

25,119

18,464

13,801

8,948

4,625

6,655

20,494

Accumulated other comprehensive

loss

(4,810 )

(4,731 )

(4,597 )

(4,753 )

(5,405 )

(79 )

595

Total

stockholders’ equity

134,380

126,848

121,897

116,888

111,348

7,532

23,032

Total

liabilities and stockholders’ equity

$ 1,400,937

$ 1,268,735

$ 1,111,678

$ 1,083,043

$ 999,127

$ 132,202

$ 401,810

OptimumBank

Holdings, Inc.

Consolidated

Statements of Earnings - Quarterly (Unaudited)

(Dollars

in thousands, except per share amounts)

Quarterly

Trends

2Q26

change vs

2Q26

1Q26

4Q25

3Q25

2Q25

1Q26

2Q25

Interest income

Loans

$ 20,386

18,114

15,437

14,082

14,026

$ 2,272

$ 6,360

Debt securities

204

191

164

153

158

Other

1,134

1,148

1,837

2,086

1,404

(14 )

(270 )

Total

interest income

21,724

19,453

17,438

16,321

15,588

2,271

6,136

Interest expense

Deposits

6,633

6,176

5,561

5,273

5,322

457

1,311

Borrowings

394

307

370

Total

interest expense

7,027

6,263

5,567

5,273

5,346

764

1,681

Net interest income

14,697

13,190

11,871

11,048

10,242

1,507

4,455

Credit loss expense (reversal)

(37 )

770

398

763

1,040

(807 )

(1,077 )

Net

interest income after credit loss expense (reversal)

14,734

12,420

11,473

10,285

9,202

700

3,378

Noninterest income

Service charges and fees

1,551

1,313

1,268

1,252

1,099

238

452

Other

935

471

459

730

735

464

200

Total

noninterest income

2,486

1,784

1,727

1,982

1,834

702

652

Noninterest expenses

Salaries and employee benefits

5,279

4,988

3,672

4,004

3,738

291

1,541

Professional fees

363

295

333

276

275

Occupancy and equipment

354

338

328

327

294

Data processing

986

914

794

788

625

361

Regulatory assessment

196

179

161

126

202

(6 )

Losses on sale and write-downs of other real

estate owned

(5 )

Other

1,204

1,287

1,401

1,083

1,047

(83 )

157

Total

noninterest expenses

8,382

8,006

6,743

6,604

6,181

376

2,201

Income

before income taxes

8,838

6,198

6,457

5,663

4,855

2,640

3,983

Income taxes

2,183

1,535

1,604

1,340

1,253

648

930

Net

Income

$ 6,655

4,663

4,853

4,323

3,602

$ 1,992

$ 3,053

Earnings

per share - Basic

$ 0.40

0.39

0.42

0.37

0.31

$ 0.01

$ 0.10

Earnings

per share - Diluted

$ 0.28

0.20

0.21

0.18

0.15

$ 0.08

$ 0.13

OptimumBank

Holdings, Inc.

Consolidated

Statements of Earnings - Quarterly (Unaudited)

(Dollars

in thousands, except per share amounts)

Six Months

Ended

June

30,

2026

2025

Change

Interest income

Loans

$ 38,501

$ 27,627

$ 10,874

Debt securities

396

318

Other

2,282

2,650

(368 )

Total

interest income

41,179

30,595

10,584

Interest expense

Deposits

12,808

10,600

2,208

Borrowings

481

327

154

Total

interest expense

13,289

10,927

2,362

Net interest income

27,890

19,668

8,222

Credit loss expense

733

875

(142 )

Net

interest income after credit loss expense

27,157

18,793

8,364

Noninterest income

Service charges and fees

2,863

2,137

726

Other

1,406

928

478

Total

noninterest income

4,269

3,065

1,204

Noninterest expenses

Salaries and employee benefits

10,268

7,119

3,149

Professional fees

658

522

136

Occupancy and equipment

693

576

117

Data processing

1,900

1,158

742

Regulatory assessment

375

400

(25 )

Other

2,496

2,032

462

Total

noninterest expenses

16,390

11,807

4,583

Income

before income taxes

15,036

10,051

4,985

Income taxes

3,718

2,579

1,139

Net

Income

$ 11,318

$ 7,472

$ 3,846

Earnings

per share - Basic

$ 0.79

$ 0.64

$ 0.16

Earnings

per share - Diluted

$ 0.48

$ 0.32

$ 0.16

OptimumBank

Holdings, Inc.

Consolidated

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

(Dollars

in thousands, except average yields/rates)

Three

Months Ended June 30,

2Q26

1Q26

2Q25

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

$ 1,141,791

20,386

7.16 %

$ 1,041,583

$ 18,114

7.05 %

$ 803,171

$ 14,026

6.99 %

Securities

27,042

204

3.03 %

26,527

191

2.92 %

22,684

158

2.79 %

Other (2)

121,282

1,134

3.75 %

123,845

1,148

3.76 %

123,254

1,404

4.56 %

Total

interest-earning assets/interest income

1,290,115

21,724

6.75 %

1,191,955

19,453

6.62 %

949,109

15,588

6.57 %

Cash and due from banks

14,702

10,656

12,833

Premises and equipment

2,825

2,684

2,336

Other

4,025

4,641

8,421

Total

assets

$ 1,311,667

$ 1,209,936

$ 972,699

Interest-bearing liabilities

Savings, NOW and money-market deposits

$ 367,750

2,168

2.36 %

$ 334,816

$ 1,896

2.30 %

$ 280,454

$ 1,742

2.48 %

Time deposits

462,792

4,465

3.87 %

436,205

4,280

3.98 %

330,118

3,580

4.34 %

Borrowings (3)

23,455

394

3.37

9,224

3.83

2,222

4.32

Notes Payable

10,770

276

10.28 %

Total

interest-bearing liabilities/interest expense

853,997

7,027

3.30 %

780,245

6,263

3.26 %

612,794

5,346

3.49 %

Noninterest-bearing demand deposits

314,858

296,750

241,457

Other liabilities

11,584

7,852

8,502

Stockholders’ equity

131,228

125,089

109,946

Total

liabilities and stockholders’ equity

$ 1,311,667

$ 1,209,936

$ 972,699

Net

interest income

14,697

$ 13,190

$ 10,242

Interest-rate

spread (4)

3.45 %

3.36 %

3.08 %

Net

interest margin (5)

4.57 %

4.49 %

4.32 %

Ratio

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

1.51

1.53

1.55

(1)

Annualized.

(2)

Includes

interest-earning deposits with banks and Federal Home Loan Bank stock dividends.

(3)

Includes

Federal Home Loan Bank

(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.

Consolidated

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

(Dollars

in thousands, except average yields/rates)

Six

Months Ended June 30,

2026

2025

Interest

Average

and

Yield/

Balance

Dividends

Rate(1)

Interest-earning assets

Loans

$ 1,091,687

38,501

7.11 %

$ 800,008

$ 27,627

6.91 %

Securities

26,784

396

2.98 %

22,831

318

2.79 %

Other (2)

122,562

2,282

3.75 %

116,559

2,650

4.55 %

Total

interest-earning assets/interest income

1,241,033

41,179

6.69 %

939,398

30,595

6.51 %

Cash and due from banks

12,679

13,504

Premises and equipment

2,754

2,238

Other

4,321

8,134

Total

assets

$ 1,260,787

$ 963,274

Interest-bearing liabilities

Savings, NOW and money-market deposits

$ 351,283

4,063

2.33 %

$ 278,733

$ 3,493

2.51 %

Time deposits

449,498

8,745

3.92 %

321,117

7,107

4.43 %

Borrowings (3)

16,340

209

3.85 %

17,223

327

3.80 %

Notes Payable

5,385

272

10.18 %

Total

interest-bearing liabilities/interest expense

817,121

13,289

3.28 %

617,073

10,927

3.54 %

Noninterest-bearing demand deposits

305,803

230,330

Other liabilities

9,705

8,102

Stockholders’ equity

128,158

107,769

Total

liabilities and stockholders’ equity

$ 1,260,787

$ 963,274

Net

interest income

27,890

$ 19,668

Interest-rate

spread (4)

3.41 %

2.97 %

Net

interest margin 5)

4.53 %

4.19 %

Ratio

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

1.52

(1)

Annualized.

(2)

Includes interest-earning

deposits with banks and Federal Home Loan Bank stock dividends.

(3)

Includes Federal Home Loan

Bank

(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)

June

30, 2026 change vs

June 30,

March 31,

December 31,

September

30,

June 30,

March 31,

June 30,

2026

2025

2026

2025

Residential real estate

$ 78,268

$ 73,130

$ 74,018

$ 66,723

$ 66,602

$ 5,138

$ 11,666

Multi-family real estate

52,551

63,655

65,693

67,435

68,321

(11,104 )

(15,770 )

Commercial real estate

905,174

790,238

666,508

524,865

478,224

114,936

426,950

Land and construction

46,290

41,000

36,212

43,364

61,126

5,290

(14,836 )

Commercial

51,389

46,127

48,196

45,604

50,351

5,262

1,038

Consumer

83,411

76,744

68,166

65,731

59,940

6,667

23,471

Total

loans

1,217,083

1,090,894

958,793

813,722

784,564

126,190

432,519

Deduct:

Net deferred loan fees and costs

(1,683 )

(1,300 )

(1,227 )

(892 )

(678 )

(383 )

(1,005 )

Allowance for credit losses

(11,020 )

(11,061 )

(10,273 )

(10,018 )

(9,338 )

(1,682 )

Loans,

net

$ 1,204,380

$ 1,078,533

$ 947,293

$ 802,812

$ 774,548

$ 125,848

$ 429,832

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

(Dollars in thousands)

2Q26

1Q26

4Q25

3Q25

2Q25

Net Income (GAAP)

$ 6,655

$ 4,663

$ 4,853

$ 4,323

$ 3,602

Plus: Income Tax Expense

2,183

1,535

1,604

1,340

1,253

Plus: Credit Loss Expense (Reversal)

(37 )

770

398

763

1,040

Pre-tax, Pre-provision

earnings (Non-GAAP)

8,801

6,968

6,855

6,426

5,895

Tangible

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

(Dollars in thousands, except per share

amounts)

2Q26

1Q26

4Q25

3Q25

2Q25

Total Stockholders’ (GAAP) and Tangible Common

Equity

$ 134,380

$ 126,848

$ 121,897

$ 116,888

$ 111,348

Common Shares Outstanding - Voting

12,341

12,167

11,534

11,884

11,751

Common Shares Outstanding - Nonvoting

11,458

Total Common Shares

23,799

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

23,799

23,625

23,524

23,391

Tangible Book Value per Share - Diluted

$ 5.65

$ 5.37

$ 5.18

$ 4.97

$ 4.76

EX-99.2

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Exhibit 99.2

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v3.26.1

Cover

Jul. 24, 2026

Cover [Abstract]

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Jul. 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

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false

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