UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to _________
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
(Address of principal executive offices, Zip Code)
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller
reporting company | ||
| 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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: shares of common stock, $ par value, issued and outstanding as of May 11, 2026.
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARIES
INDEX
| i |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
(Dollars in thousands, except share amounts)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Assets: | ||||||||
| Cash and due from banks | $ | $ | ||||||
| Interest-bearing deposits with banks | ||||||||
| Total cash and cash equivalents | ||||||||
| Debt securities available for sale | ||||||||
| Debt securities held-to-maturity (fair value
of $ | ||||||||
| Loans, net of allowance for credit losses of
$ | ||||||||
| Federal Home Loan Bank stock | ||||||||
| Premises and equipment, net | ||||||||
| Other real estate owned | ||||||||
| Right-of-use lease assets | ||||||||
| Accrued interest receivable | ||||||||
| Deferred tax asset | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity: | ||||||||
| Liabilities: | ||||||||
| Noninterest-bearing demand deposits | $ | $ | ||||||
| Savings, NOW and money-market deposits | ||||||||
| Time deposits | ||||||||
| Total deposits | ||||||||
| Federal Home Loan Bank advances | ||||||||
| Operating lease liabilities | ||||||||
| Other liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Notes 9 and 13) | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, | ||||||||
| Series B Convertible Preferred, | ||||||||
| Series C Convertible Preferred, | ||||||||
| Common stock, $ par value; shares authorized, and shares issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
| 1 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings (Unaudited)
(Dollars in thousands, except per share amounts)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Interest income: | ||||||||
| Loans | $ | $ | ||||||
| Debt securities | ||||||||
| Other | ||||||||
| Total interest income | ||||||||
| Interest expense: | ||||||||
| Deposits | ||||||||
| Borrowings | ||||||||
| Total interest expense | ||||||||
| Net interest income | ||||||||
| Credit loss expense (reversal) | ( | ) | ||||||
| Net interest income after credit loss expense | ||||||||
| Noninterest income: | ||||||||
| Service charges and fees | ||||||||
| Other | ||||||||
| Total noninterest income | ||||||||
| Noninterest expenses: | ||||||||
| Salaries and employee benefits | ||||||||
| Professional fees | ||||||||
| Occupancy and equipment | ||||||||
| Data processing | ||||||||
| Regulatory assessment | ||||||||
| Gain on sale and write-downs of other real estate owned | ( | ) | ||||||
| Other | ||||||||
| Total noninterest expenses | ||||||||
| Net income before income taxes | ||||||||
| Income taxes | ||||||||
| Net income | $ | $ | ||||||
| Earnings per share - Basic | $ | $ | ||||||
| Earnings per share - Diluted(1) | $ | $ | ||||||
| (1) |
See accompanying notes to condensed consolidated financial statements.
| 2 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(Dollars in thousands)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net Income | $ | $ | ||||||
| Other comprehensive income: | ||||||||
| Change in unrealized loss on debt securities: | ||||||||
| Unrealized (loss) gain arising during the period | ( | ) | ||||||
| Amortization of unrealized loss on debt securities transferred to held-to-maturity | ( | ) | ||||||
| Other comprehensive income before income taxes | ( | ) | ||||||
| Deferred income tax expense | ( | ) | ||||||
| Total other comprehensive (loss) income | ( | ) | ||||||
| Comprehensive income | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
| 3 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
Three Months Ended March 31, 2026 and 2025
(Dollars in thousands, except share amounts)
| (Accumulated | Accumulated | |||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Additional | Deficit) | Other | |||||||||||||||||||||||||||||||||||||
| Series B | Series C | Common Stock | Paid-In | Retained | Comprehensive | Stockholders’ | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | earnings | Loss | Equity | |||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | | ||||||||||||||||||||||||||||
| Proceeds from sale of common stock (net of
offering costs of $ | - | - | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation (Unaudited) | - | - | ||||||||||||||||||||||||||||||||||||||
| Net change in unrealized gain on debt securities available for sale (Unaudited) | - | - | - | |||||||||||||||||||||||||||||||||||||
| Amortization of unrealized loss on debt securities transferred to held-to-maturity (Unaudited) | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Net Income (Unaudited) | - | - | - | |||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 (Unaudited) | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Exchange of preferred stock for common stock (Unaudited) | ( | ) | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Proceeds from sale of common stock (net of
offering costs of $ | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Stock-based compensation (Unaudited) | - | - | ||||||||||||||||||||||||||||||||||||||
| Net change in unrealized loss on debt securities available for sale (Unaudited) | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Amortization of unrealized loss on debt securities transferred to held-to-maturity (Unaudited) | - | - | - | |||||||||||||||||||||||||||||||||||||
| Net income (Unaudited) | - | - | - | |||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 (Unaudited) | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
| 4 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in thousands)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Credit loss expense (reversal) | ( |
) | ||||||
| Depreciation and amortization | ||||||||
| Gain on sale of other real estate owned | ( |
) | ||||||
| Deferred income tax benefit | ||||||||
| Net (accretion) amortization of fees, premiums and discounts | ( |
) | ||||||
| Stock-based compensation expense | ||||||||
| (Increase) decrease in accrued interest receivable | ( |
) | ||||||
| Amortization of right-of-use lease assets | ||||||||
| Net decrease in operating lease liabilities | ( |
) | ( |
) | ||||
| (Increase) decrease in other assets | ( |
) | ||||||
| Increase (decrease) in other liabilities | ( |
) | ||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Principal repayments of debt securities available for sale | ||||||||
| Principal repayments of debt securities held-to-maturity | ||||||||
| Net (increase) decrease in loans | ( |
) | ||||||
| Proceeds from sale of other real estate owned | ||||||||
| Purchases of premises and equipment | ( |
) | ( |
) | ||||
| Purchase of debt securities available for sale | ( |
) | ||||||
| Redemption of FHLB stock | ||||||||
| Net cash used in investing activities | ( |
) | ||||||
| Cash flows from financing activities: | ||||||||
| Net increase in deposits | ||||||||
| Net decrease in FHLB Advances | ( |
) | ( |
) | ||||
| Proceeds from conversion of preferred stock | ( |
) | ||||||
| Proceeds
from sale of common stock (net of offering costs of $ |
( |
) | ||||||
| Net cash provided by financing activities | ||||||||
| Net increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents at beginning of the period | ||||||||
| Cash and cash equivalents at end of the period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Supplemental noncash transactions: | ||||||||
| Net change in unrealized gain (loss) on debt securities available for sale, net of income taxes | $ | ( |
) | $ | ||||
| Amortization of unrealized loss on debt securities transferred to held-to-maturity | $ | $ | ( |
) | ||||
See accompanying notes to condensed consolidated financial statements.
| 5 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
(1)
General. OptimumBank Holdings, Inc. (the “Company”) is a bank holding company and owns
Basis of Presentation. In the opinion of management, the accompanying condensed consolidated financial statements of the Company contain all adjustments (consisting principally of normal recurring accruals) necessary to present fairly the financial position at March 31, 2026, the results of operations for the three-month ended March 31, 2026 and 2025, and cash flows for the three-month periods ended March 31, 2026 and 2025. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three-month ended March 31, 2026, are not necessarily indicative of the results to be expected for the full year of 2026.
Comprehensive Income. Accounting Principles Generally Accepted in the United States of America (“U.S. GAAP”) requires recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale debt securities are reported as a separate component of the equity section of the condensed consolidated balance sheets, such items along with net income, are components of comprehensive income.
Accumulated other comprehensive loss consists of the following (dollars in thousands):
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Unrealized loss on debt securities available for sale | $ | ( | ) | $ | ( | ) | ||
| Unamortized portion of unrealized loss related to debt securities available for sale transferred to securities held-to-maturity | ( | ) | ( | ) | ||||
| Income tax benefit | ||||||||
| Accumulated other comprehensive loss | $ | ( | ) | $ | ( | ) | ||
Recently Adopted Accounting Pronouncements:
Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740) Improvements to Income Tax Disclosures”. The Company adopted ASU 2023-09 during the year ended December 31, 2025. The amendments enhance income tax disclosures, primarily related to the rate reconciliation and income taxes paid. The adoption of this guidance was applied prospectively and did not have a material impact on the Company’s consolidated financial statements.
Accounting Pronouncements Not Yet Adopted:
FASB ASU No. 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative”. This ASU amends the disclosure or presentation requirements related to various subtopics in the FASB ASC. The amendments in this ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. For all other entities, the amendments will be effective two years later. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity.
(continued)
| 6 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
(1) General, Continued.
FASB ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures”. This amendment requires enhanced disaggregation of certain expense categories within the income statement to provide more detailed information about the nature and function of expenses. The objective is to improve the transparency and usefulness of financial statements for users by offering greater insight into the components of operating expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. These changes may be applied prospectively or retroactively. Early adoption is permitted. The Company is currently evaluating the impact on its disclosures.
FASB ASU 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity”. This amendment determining the Accounting Acquirer in a Business Combination Involving a Variable Interest Entity. This update clarifies how to identify the accounting acquirer when a business combination involves a variable interest entity. The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The standard is effective prospectively for business combinations occurring on or after the adoption date. The Company does not expect the adoption of this standard to have a material impact on its condensed consolidated financial statements.
FASB ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Capitalization and Disclosure Improvements”. This amendment provides updated guidance on the capitalization of costs related to internal-use software and expands the required disclosures. The objective is to clarify when capitalization is appropriate and to enhance the transparency of financial reporting related to internal-use software development. The amendments in this update are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The Company is evaluating the impact of this guidance; adoption is not expected to have a material effect on the Company’s condensed consolidated financial statements.
FASB ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies interim disclosure requirements and provides a comprehensive list of interim disclosures that are required by GAAP. The ASU also includes a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of the changes to its condensed consolidated financial statements and existing disclosures.
(2) Debt Securities. Debt securities have been classified according to management’s intent. The amortized cost of debt securities and fair values are as follows (dollars in thousands):
| Gross | Gross | |||||||||||||||
| Amortized | Unrealized | Unrealized | Fair | |||||||||||||
| Cost | Gains | Losses | Value | |||||||||||||
| At March 31, 2026: | ||||||||||||||||
| Available for sale: | ||||||||||||||||
| SBA Pool Securities | $ | $ | $ | ( | ) | $ | ||||||||||
| Collateralized mortgage obligations | ( | ) | ||||||||||||||
| Taxable municipal securities | ( | ) | ||||||||||||||
| Mortgage-backed securities | ( | ) | ||||||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||
| Held-to-maturity: | ||||||||||||||||
| Collateralized mortgage obligations | $ | $ | $ | ( | ) | $ | ||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||
| At December 31, 2025: | ||||||||||||||||
| Available for sale: | ||||||||||||||||
| SBA Pool Securities | $ | $ | $ | ( | ) | $ | ||||||||||
| Collateralized mortgage obligations | ( | ) | ||||||||||||||
| Taxable municipal securities | ( | ) | ||||||||||||||
| Mortgage-backed securities | ( | ) | ||||||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||
| Held-to-maturity: | ||||||||||||||||
| Collateralized mortgage obligations | $ | $ | $ | ( | ) | $ | ||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||
(continued)
| 7 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
(2) Debt Securities, Continued.
As
of March 31, 2026, debt securities with a fair value of $
Debt securities available for sale with gross unrealized losses, aggregated by investment category and length of time that individual debt securities have been in a continuous loss position, is as follows (dollars in thousands):
| Over Twelve Months | Less Than Twelve Months | |||||||||||||||
| Gross | Gross | |||||||||||||||
| Unrealized | Fair | Unrealized | Fair | |||||||||||||
| Losses | Value | Losses | Value | |||||||||||||
| At March 31, 2026: | ||||||||||||||||
| Available for Sale: | ||||||||||||||||
| SBA Pool Securities | $ | ( | ) | $ | $ | $ | ||||||||||
| Collateralized mortgage obligation | ( | ) | ||||||||||||||
| Taxable municipal securities | ( | ) | ||||||||||||||
| Mortgage-backed securities | ( | ) | ( | ) | ||||||||||||
| Total | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Over Twelve Months | Less Than Twelve Months | |||||||||||||||
| Gross | Gross | |||||||||||||||
| Unrealized | Fair | Unrealized | Fair | |||||||||||||
| Losses | Value | Losses | Value | |||||||||||||
| At December 31, 2025: | ||||||||||||||||
| Available for Sale: | ||||||||||||||||
| SBA Pool Securities | $ | ( | ) | $ | $ | $ | ||||||||||
| Collateralized mortgage obligation | ( | ) | ||||||||||||||
| Taxable municipal securities | ( | ) | ||||||||||||||
| Mortgage-backed securities | ( | ) | ||||||||||||||
| Total | $ | ( | ) | $ | $ | $ | ||||||||||
At
March 31, 2026 and December 31, 2025, the unrealized losses on
The Company performed an analysis that determined that the mortgage-backed securities, collateralized mortgage obligations, and U.S. government securities, have a zero expected credit loss as they have the full faith and credit backing of the U.S. government or one of its agencies. Municipal bonds that do not have a zero expected credit loss are evaluated at least quarterly to determine whether there is a credit loss associated with a decline in fair value. At March 31, 2026 and December 31, 2025 all municipal securities were rated as investment grade. All debt securities in an unrealized loss position as of March 31, 2026 and December 31, 2025 continue to perform as scheduled and the Company does not believe that there is a credit loss or that credit loss expense is necessary. Also, as part of our evaluation of our intent and ability to hold investments for a period of time sufficient to allow for any anticipated recovery in the market, the Company considers our investment strategy, cash flow needs, liquidity position, capital adequacy and interest rate risk position. The Company does not currently intend to sell the investments within the portfolio, and it is not more-likely-than-not that a sale will be required.
Management continues to monitor all of our investments with a high degree of scrutiny. There can be no assurance that in a future period, conditions may exist at that time indicating that some or all of the Company’s securities may be sold that would require a charge to earnings as credit loss expense in such period.
The majority of the Company’s debt securities available-for-sale and held-to-maturity have contractual maturity dates which are greater than ten years as of March 31, 2026. Expected maturities of these debt securities will differ from contractual maturities because borrowers have the right to call or repay obligations with or without call or prepayment penalties
(continued)
| 8 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
(3) Loans. The segments of loans are as follows (dollars in thousands):
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Residential real estate | $ | $ | ||||||
| Multi-family real estate | ||||||||
| Commercial real estate | ||||||||
| Land and construction | ||||||||
| Commercial | ||||||||
| Consumer | ||||||||
| Total loans | ||||||||
| Deduct: | ||||||||
| Net deferred loan fees and costs | ( | ) | ( | ) | ||||
| Allowance for credit losses | ( | ) | ( | ) | ||||
| Loans, net | $ | $ | ||||||
An analysis of the change in the allowance for credit losses follows (dollars in thousands):
| Residential Real | Multi-Family Real | Commercial | Land and | |||||||||||||||||||||||||
| Estate | Estate | Real Estate | Construction | Commercial | Consumer | Total | ||||||||||||||||||||||
| Three Months Ended March 31, 2026: | ||||||||||||||||||||||||||||
| Beginning balance (December 31, 2025) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Credit loss expense (reversal) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Charge-offs | ( | ) | ( | ) | ||||||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||||
| Ending balance (March 31, 2026) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Three Months Ended March 31, 2025: | ||||||||||||||||||||||||||||
| Beginning balance (December 31, 2024) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Credit loss (reversal) expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Charge-offs | ( | ) | ( | ) | ||||||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||||
| Ending balance (March 31, 2025) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
(continued)
| 9 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
Reconciliation of Credit Loss Expense (Reversal)
The following table provides a reconciliation of the credit loss expense (reversal) on the condensed consolidated statements of earnings between the funded and unfunded components at the dates indicated:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Credit loss expense - funded | $ | ( | ) | |||||
| Credit loss expense (reversal) - unfunded | ( | ) | ( | ) | ||||
| Total Credit loss expense | $ | ( | ) | |||||
(3) Loans, Continued.
The Company has divided the loan portfolio into six portfolio segments, each with different risk characteristics and methodologies for assessing risk. All loans are underwritten based upon standards set forth in the policies approved by the Bank’s Board of Directors. The Company identifies the portfolio segments as follows:
Residential Real Estate, Multi-Family Real Estate, Commercial Real Estate, Land and Construction. Residential real estate loans are underwritten based on repayment capacity and source, value of the underlying property, credit history and stability. The Company offers first and second one-to-four family mortgage loans; the collateral for these loans is generally the clients’ owner-occupied residences. Although these types of loans present lower levels of risk than commercial real estate loans, risks do still exist because of possible fluctuations in the value of the real estate collateral securing the loan, as well as changes in the borrowers’ financial condition. Multi-family and commercial real estate loans are secured by the subject property. Underwriting standards include, among other factors, loan to value limits, cash flow coverage and general creditworthiness of the obligors. Construction loans to borrowers finance the construction of owner occupied and leased properties. These loans are categorized as construction loans during the construction period, later converting to commercial or residential real estate loans after the construction is complete and amortization of the loan begins. Real estate development and construction loans are approved based on an analysis of the borrower and guarantor, the viability of the project and an acceptable percentage of the appraised value of the property securing the loan. Real estate development and construction loan funds are disbursed periodically based on the percentage of construction completed. The Company carefully monitors these loans with on-site inspections and requires the receipt of lien waivers on funds advanced. Development and construction loans are typically secured by the properties under development or construction, and personal guarantees are typically obtained. Further, to assure that reliance is not placed solely on the value of the underlying property, the Company considers the market conditions and feasibility of proposed projects, the financial condition and reputation of the borrower and guarantors, the amount of the borrower’s equity in the project, independent appraisals, cost estimates and pre-construction sales information. The Company also makes loans on occasion for the purchase of land for future development by the borrower. Land loans are extended for future development for either commercial or residential use by the borrower. The Company carefully analyses the intended use of the property and the viability thereof.
Commercial. Commercial business loans and lines of credit consist of loans to small- and medium-sized companies. Commercial loans are generally used for working capital purposes or for acquiring equipment, inventory or furniture. Primarily all of the Company’s commercial loans are secured loans, along with a small amount of unsecured loans. The Company’s underwriting analysis consists of a review of the financial statements of the borrower, the lending history of the borrower, the debt service capabilities of the borrower, the projected cash flows of the business, the value of the collateral, if any, and whether the loan is guaranteed by the principals of the borrower. These loans are generally secured by accounts receivable, inventory and equipment. Commercial loans are typically made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business, which makes them of higher risk than residential loans and the collateral securing loans may be difficult to appraise and may fluctuate in value based on the success of the business. The Company mitigates these risks through its underwriting standards.
(continued)
| 10 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
(3) Loans, Continued.
Consumer. Consumer loans are extended for various purposes, including purchases of automobiles, recreational vehicles, and boats. Also offered are home improvement loans, lines of credit, personal loans, and deposit account collateralized loans. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Loans to consumers are extended after a credit evaluation, including the creditworthiness of the borrower(s), the purpose of the credit, and the secondary source of repayment. Consumer loans are made at fixed and variable interest rates. Risk is mitigated by the fact that the loans are of smaller individual amounts.
Age analysis of past-due loans is as follows (dollars in thousands):
| Accruing Loans | ||||||||||||||||||||||||||||
| 30-59 Days Past Due | 60-89 Days Past Due | Greater Than 90 Days Past Due | Total Past Due | Current | Nonaccrual Loans | Total Loans | ||||||||||||||||||||||
| At March 31, 2026: | ||||||||||||||||||||||||||||
| Residential real estate | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Multi-family real estate | ||||||||||||||||||||||||||||
| Commercial real estate | ||||||||||||||||||||||||||||
| Land and construction | ||||||||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| At December 31, 2025: | ||||||||||||||||||||||||||||
| Residential real estate | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Multi-family real estate | ||||||||||||||||||||||||||||
| Commercial real estate | ||||||||||||||||||||||||||||
| Land and construction | ||||||||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
The Company has not made any modifications of loans to borrowers experiencing financial difficulties during the three-month ended March 31, 2026 and 2025.
The following table presents the amortized costs basis of loans on nonaccrual status, as of March 31, 2026 and December 31, 2025. As of March 31, 2026 and December 31, 2025 there were no loans 90 days or more past due and still accruing.
| March 31, 2026 | ||||||||||||
| Nonaccrual | Nonaccrual | Total | ||||||||||
| (dollars in thousands) | Without ACL | With ACL | Nonaccrual | |||||||||
| Commercial | ||||||||||||
| Total | ||||||||||||
| December 31, 2025 | ||||||||||||
| Nonaccrual | Nonaccrual | Total | ||||||||||
| (dollars in thousands) | Without ACL | With ACL | Nonaccrual | |||||||||
| Commercial | | | | |||||||||
| Total | $ | $ | $ | |||||||||
(continued)
| 11 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
(3) Loans, Continued.
Collateral-Dependent Loans
The following table presents the amortized cost basis of non-accruing collateral-dependent loans by class of loans and type of collateral identified as of March 31, 2026 and December 31, 2025 under the current expected credit loss model:
| March 31, 2026 | ||||||||||||
| (dollars in thousands) | Real Estate | Other | Total | |||||||||
| Commercial | $ | $ | $ | |||||||||
| Total | 895 | 1,073 | 1,968 | |||||||||
| December 31, 2025 | ||||||||||||
| (dollars in thousands) | Real Estate | Other | Total | |||||||||
| Commercial | ||||||||||||
| Total | $ | $ | $ | |||||||||
Internally assigned loan grades are defined as follows:
Pass — a Pass loan’s primary source of loan repayment is satisfactory, with secondary sources very likely to be realized if necessary. These are loans that conform in all aspects to bank policy and regulatory requirements, and no repayment risk has been identified.
OLEM — an Other Loan Especially Mentioned has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in the deterioration of the repayment prospects for the asset or the Company’s credit position at some future date.
Substandard — a Substandard loan is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Included in this category are loans that are current on their payments, but the Bank is unable to document the source of repayment. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Doubtful — a loan classified as Doubtful has all the weaknesses inherent in one classified as Substandard, with the added characteristics that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future. The Company charges off the estimated loss on any loan classified as Doubtful.
Loss — a loan classified Loss is considered uncollectible and of such little value that continuance as a bankable asset is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future. The Company fully charges off any loan classified as loss.
(continued)
| 12 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
(3) Loans, Continued.
| Term Loans | Revolving Loans | Revolving Loans Converted to Term Loans | ||||||||||||||||||||||||||||||||||
| Amortized Cost Basis by Origination Year | (Amortized | (Amortized | ||||||||||||||||||||||||||||||||||
| (dollars in thousands) | March 31, 2026 | 2025 | 2024 | 2023 | 2022 | Prior | Cost Basis) | Cost Basis) | Total | |||||||||||||||||||||||||||
| Residential real estate | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Current period gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Multi-family real estate | - | |||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Current period gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commercial real estate (CRE) | - | |||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Current period gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Land and construction | - | |||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Current period gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commercial | - | |||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Current period gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Consumer | - | |||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Current period gross write-offs | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | |||||||||||||||||||
(continued)
| 13 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
(3) Loans, Continued.
| Term
Loans Amortized Cost Basis by Origination Year | Revolving
Loans (Amortized Cost | Revolving
Loans Converted to Term Loans (Amortized Cost | ||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Basis) | Basis) | Total | |||||||||||||||||||||||||||
| Residential real estate | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Current period Gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Multi-family real estate | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Current period Gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commercial real estate (CRE) | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Current period Gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Land and construction | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Current period Gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commercial business loans | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Current period Gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Current period Gross write-offs | $ | ( | ) | ( | ) | ( | ) | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||
(continued)
| 14 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
(4)
Other Real Estate Owned (OREO): As of March 31, 2026, the Company had no loans secured by residential real estate for which foreclosure
was in process, and no residential real estate property in other real estate owned. During 2025, the Company acquired real estate located
in the State of Florida through foreclosure. The property was previously collateral for a consumer home equity line of credit (“HELOC”)
that became delinquent and was placed on nonaccrual status prior to foreclosure. As of December 31, 2025, the property was carried at
$
| March 31, 2026 | December 31, 2025 | |||||||
| (dollars in thousands) | ||||||||
| OREO recorded value at acquisition | $ | $ | ||||||
| Subsequent valuation write-down | ( | ) | ||||||
| OREO carrying value | $ | $ | ||||||
| Three Months Ended | ||||||||||||||||||||||||
| March 31, | ||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||
| (dollars in thousands, except per share amounts) | Earnings | Weighted
Average Shares | Amount | Earnings | Weighted
Average Shares | Amount | ||||||||||||||||||
| Basic EPS: | $ | $ | $ | $ | ||||||||||||||||||||
| Effect of conversion of series B & C preferred shares | ||||||||||||||||||||||||
| Diluted EPS: | $ | $ | $ | $ | ||||||||||||||||||||
The Company is authorized to grant stock options, stock grants and other forms of equity-based compensation under its 2018 Equity Incentive Plan (the “2018 Plan”). The plan has been approved by the shareholders. At the Company’s annual shareholders meeting held on April 29, 2025, shareholders approved an amendment to the Plan to increase the number of shares authorized for issuance by shares, increasing the total number of shares authorized under the Plan from shares. The Company is currently authorized to issue up to shares of common stock under the 2018 Plan. At March 31, 2026, shares remain available for grant.
During the three-month periods ended March 31, 2026 and 2025, the Company issued and shares, respectively, to employees for services performed and recorded compensation expense of $ and $, respectively.
(continued)
| 15 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
(7) Fair Value Measurements.
Debt securities available for sale measured at fair value on a recurring basis are summarized below (dollars in thousands):
| Fair Value Measurements Using | ||||||||||||||||
| Quoted Prices | Significant | |||||||||||||||
| In Active | Other | Significant | ||||||||||||||
| Markets for | Observable | Unobservable | ||||||||||||||
| Identical Assets | Inputs | Inputs | ||||||||||||||
| Fair Value | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| At March 31, 2026: | ||||||||||||||||
| SBA Pool Securities | $ | $ | $ | $ | ||||||||||||
| Collateralized mortgage obligations | ||||||||||||||||
| Taxable municipal securities | ||||||||||||||||
| Mortgage-backed securities | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| At December 31, 2025: | ||||||||||||||||
| SBA Pool Securities | $ | $ | $ | $ | ||||||||||||
| Collateralized mortgage obligations | ||||||||||||||||
| Taxable municipal securities | ||||||||||||||||
| Mortgage-backed securities | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
(8) Financial Instruments. The estimated fair values and fair value measurement method with respect to the Company’s financial instruments were as follows (dollars in thousands):
| At March 31, 2026 | At December 31, 2025 | |||||||||||||||||||||||
| Carrying
Amount | Fair Value | Level | Carrying Amount | Fair Value | Level | |||||||||||||||||||
| Financial assets: | ||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | 1 | $ | $ | 1 | ||||||||||||||||||
| Debt securities available for sale | 2 | 2 | ||||||||||||||||||||||
| Debt securities held-to-maturity | 2 | 2 | ||||||||||||||||||||||
| Loans | | 3 | 3 | |||||||||||||||||||||
| Federal Home Loan Bank stock | 3 | 3 | ||||||||||||||||||||||
| Accrued interest receivable | 3 | 3 | ||||||||||||||||||||||
| Financial liabilities: | ||||||||||||||||||||||||
| Deposit liabilities | | 3 | 3 | |||||||||||||||||||||
| Federal Home Loan Bank advances | | 3 | 3 | |||||||||||||||||||||
(continued)
| 16 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
(9) Off- Balance Sheet Financial Instruments. The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are commitments to extend credit, unused lines of credit, and standby letters of credit and may involve, to varying degrees, elements of credit and interest-rate risk in excess of the amount recognized in the condensed consolidated balance sheets. The contract amounts of these instruments reflect the extent of involvement the Company has in these financial instruments.
The Company’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company, upon extension of credit, is based on management’s credit evaluation of the counterparty.
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit to customers is essentially the same as that involved in extending loan facilities to customers. The Company generally holds collateral supporting those commitments. Standby letters of credit generally have expiration dates within one year.
Commitments to extend credit, unused lines of credit, and standby letters of credit typically result in loans with a market interest rate when funded. A summary of the contractual amounts of the Company’s financial instruments with off-balance sheet risk at March 31, 2026 follows (dollars in thousands):
| Commitments to extend credit | $ | |||
| Unused lines of credit | $ | |||
| Standby letters of credit | $ |
(10) Regulatory Matters. The Bank is subject to various regulatory capital requirements administered by the bank regulatory agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company and Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
As of March 31, 2026 and December 31, 2025, the Bank met all capital adequacy requirements to which it is subject to. The Bank’s actual capital amounts and percentages are presented in the table below (dollars in thousands):
| Actual | To Be Well Capitalized Under Prompt Corrective Action Regulations | |||||||||||||||
| Amount | % | Amount | % | |||||||||||||
| As of March 31, 2026: | ||||||||||||||||
| Tier 1 Capital to Total Assets | $ | % | $ | % | ||||||||||||
| As of December 31, 2025: | ||||||||||||||||
| Tier 1 Capital to Total Assets | $ | % | $ | % | ||||||||||||
(continued)
| 17 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
(11) Series B and C Preferred Stock and ATM offering program.
On October 1, 2025, the Company filed an Amended and Restated Certificate of Designation of Series B Preferred Stock, which amended and restated the rights, preferences, powers, and limitations of the Company’s previously outstanding Series B-1, Series B-2, and Series B-3 Preferred Stock and consolidated such shares into a single class designated as Series B Preferred Stock. At that date, shares of Series B Preferred Stock were outstanding. Except in the event of liquidation, if the Company declares or pays a dividend or distribution on the common stock, the Company shall simultaneously declare and pay a dividend on the Series B Preferred Stock on a pro rata basis with the common stock determined on an as-converted basis assuming all shares of Series B Preferred Stock had been converted immediately prior to the record date of the applicable dividend. The Series B Preferred stock does not carry a stated dividend rate, and dividends are payable only if and when declared on the common stock. The Series B Preferred Stock has preferential liquidation rights over common stockholders. The liquidation price is the greater of (i) a stated liquidation preference per share or (ii) the amount that would have been received had all shares of Series B Stock been converted into common stock immediately prior to a liquidation. The Series B Preferred Stock generally has no voting rights except as provided in the Certificate of Designation.
As a result of the amendment, each share of Series B Preferred Stock is convertible, at the option of the holder, into shares of the Company’s common stock, par value $ per share, subject to adjustment for stock splits, stock dividends, combinations, mergers, or similar transactions, as provided in the Certificate of Designation. Conversion is subject to applicable ownership limitations and required federal and state banking regulatory approvals. In addition, conversion occurs automatically upon certain permitted transfers, as defined in the Certificate of Designation. The amendment represents a modification of the conversion rights of the outstanding Series B Preferred Stock and did not result in the issuance or redemption of any equity securities. As of March 31, 2026, shares of Series B Preferred Stock were outstanding. If all outstanding shares of Series B Preferred Stock were converted as of March 31, 2026, such conversion would result in the issuance of approximately shares of the Company’s common stock, based on the stated conversion rate. Conversion of the Series B Preferred Stock is at the option of the holder.
On March 8, 2024, the Company’s Board of Directors approved the issuance of up to of Series C Preferred Stock. Each share of the Series C Preferred Stock is convertible into share of common stock, at the option of the holder, provided that certain regulatory-required conditions are met.
On
August 9, 2024, the Company filed a Form S-3 registration statement with Securities and Exchange Commission, registering for sale of
up to an aggregate of $
On January 27, 2026, the Company and Michael Blisko, a Director of the Company, entered into, and consummated the transaction contemplated by, an Exchange Agreement (the “Exchange Agreement”). Pursuant to the agreement, Mr. Blisko exchanged shares of Company Series B Convertible Preferred Stock for newly issued shares of Company common stock.
(continued)
| 18 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
(12) Subsequent Events.
On April 28, 2026, the Board has approved an amendment to the Company’s Articles of Incorporation (the “Articles Amendment”) to authorize a new class of capital stock designated as Nonvoting Common Stock, par value $ per share (the “Nonvoting Common Stock”). The Articles Amendment authorizes the issuance of up to shares of Nonvoting Common Stock. In accordance with the Articles Amendment, the Company expects to exchange all outstanding shares, or and shares of related party Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, respectively, for a total of shares of Nonvoting Common Stock in Q2 2026. The Company does not expect the amendment to have a material impact on its condensed consolidated financial statements.
(13) Contingencies.
Various claims arise from time to time in the normal course of business. In the opinion of management, none have occurred that will have a material effect on the Company’s condensed consolidated financial statements.
(14) Borrowings.
The table below presents FHLB advances outstanding as follows (dollars in thousands):
| Interest | March 31, | December 31, | ||||||||||||||
| Maturity | Rate | 2026 | 2025 | |||||||||||||
| FHLB | April 2026 | % | ||||||||||||||
| FHLB | January 2026 | % | ||||||||||||||
| $ | $ | |||||||||||||||
FHLB advances were structured as advances with potential calls on a quarterly basis.
FHLB
advances were collateralized by a blanket lien requiring the Company to maintain certain first mortgage loans as pledged collateral.
At March 31, 2026, the Company had credit availability of $
In
addition, the Bank has a collateralized line of credit with the Federal Reserve Bank, which is secured by debt securities
with fair value of $
At
March 31, 2026, the Company also had unsecured lines of credit amounting to $
(continued)
| 19 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto presented elsewhere in this report. For additional information, refer to the consolidated financial statements and footnotes for the year ended December 31, 2025, in the Annual Report on Form 10-K.
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Company, including adverse changes in economic, political and market conditions, losses from the Company’s lending activities, increases in interest rates, the possible loss of key personnel, the impact of increasing competition, the impact of changes in government regulation, the possibility of liabilities arising from violations of federal and state securities laws and the impact of changes in technology in the banking industry. Although the Company believes that its forward-looking statements are based upon reasonable assumptions regarding its business and future market conditions, there can be no assurances that the Company’s actual results will not differ materially from any results expressed or implied by the Company’s forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned that any forward-looking statements are not guarantees of future performance.
Strategic Plan
Our key strategic initiatives are designed to generate continued growth in earning assets, core transaction deposits, treasury management fee income, while operating with an efficient cost structure. Continued emphasis on expansion of our South Florida customer base, along with and exploring additional niche lines of business through OptimumFunding, LLC and OptimumFinance, LLC, are also part of our strategic plan.
We believe providing our clients with reasonable solutions that meet their business and personal needs fosters stability in our client base, builds full-service banking relationships, and allows for profitable growth that enhances shareholder returns. We intend to deliver the solutions to clients in a very personalized manner while investing in talent and leveraging modern technology to facilitate efficiency and decrease client pain points while enhancing our competitiveness.
We are focused on full-service banking relationships, continuing to identify deposit growth opportunities among our existing customer base and prospects throughout South Florida, Florida, and the United States. Improving our core funding capabilities is foundational to the ability to support our opportunity to capitalize on the strong business and real estate market in South Florida and with our niche skilled nursing facility and merchant cash advance markets. We will accomplish this through the addition of experienced and skilled bankers to our business development and retail banking teams, and we are modernizing and improving our products and digital services to better support our personalized business model. This includes upgrading our core banking system, including our online banking and mobile banking applications. We believe adding this talent and upgrading our core banking system and client facing applications will allow us to better service local area small businesses that will add granularity and diversification to our customer base and balance sheet, while improving the utilization of our local area branches.
In early 2026, the Company formed OptimumFinance LLC, a wholly owned non-bank, asset-based lending subsidiary. The subsidiary was created to expand the company’s commercial real estate lending capabilities through flexible bridge and transitional financing solutions. Through OptimumFinance, the Company is able to provide flexible, short-term financing to acquire and reposition assets, and provides a single platform to support clients from bridge origination through permanent financing.
In late 2025, the Company formed OptimumHUD Loans, LLC (d/b/a) as OptimumFunding, LLC, a wholly owned non-bank subsidiary. When the subsidiary commences operations, it is expected to support a focused suite of financing solutions, including bridge-to Housing and Urban Development (“HUD”) financing to support acquisitions, refinancing and repositioning to facilitate a transition to long-term HUD or Federal Housing Administration (“FHA”) financing and FHA and HUD loan origination capability for multifamily and healthcare properties. The platform will deliver specialized expertise serving skilled nursing facilities, senior housing, and multifamily assets, building upon the Company’s established lending relationships and sector knowledge.
Modernizing our technology and improving our products and services allows us to better support our personalized business model to our niche business owner-operator client base with less friction, a human touch, and we believe better convenience than the large banks. In coordination with our Treasury Cash Management capabilities this has allowed us to enter niche businesses including banking services to Skilled Nursing Facilities in the areas of CRE and Asset-Based Lending (“ABL”) while capturing the business operating accounts. In addition, we have built capabilities in Small Business Administration (SBA) lending, entering the space in late 2023 and being designated as a Preferred Lender under the SBA’s Preferred Lenders Program (“PLP”) in the first quarter of 2025. Under the program the Bank offers SBA-guaranteed 7A loans generally secured by accounts receivable, inventory, equipment, or real estate. Management has implemented initiatives that have enabled us to grow our loan portfolio primarily with South Florida and Florida generated relationships in the commercial real estate, owner-occupied commercial real estate, multifamily, and commercial and industrial sectors.
In treasury management services, our primary focus will remain on merchant cash advance providers and the related electronic funds transfer line of business. For this revenue source to increase further in a meaningful way, automation will be necessary to further improve efficiency. We are currently investing in the necessary technology and expect efficiencies to occur throughout 2026 and beyond.
(continued)
| 20 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Our strategic plan emphasizes and builds upon initiatives focused on strengthening credit oversight and credit administrative processes and procedures. Moreover, management continues to identify loan growth opportunities through our subsidiaries that are designed to improve overall profitability without sacrificing credit quality and underwriting standards. This growth oriented strategic direction is expected to be facilitated by maintaining credit administration objectives including a risk-based and comprehensive credit culture and a credit administrative infrastructure that reinforces appropriate risk management practices.
Financial Condition at March 31, 2026 and December 31, 2025
Capital Levels
As of March 31, 2026 and December 31, 2025, the Bank is well capitalized under regulatory guidelines.
Refer to Note 10 in the condensed consolidated financial statements, which presents the Bank’s actual and required minimum capital ratios under Prompt Corrective Action Regulations (“CBLR Framework”).
Overview
The Company’s total assets increased by approximately $157.1 million to $1.3 billion at March 31, 2026, from $1.1 billion at December 31, 2025, primarily due to increases in loans. Net loans increased by $131.2 million to $1.1 billion at March 31, 2026, from $947.3 million at December 31, 2025. Deposits grew by approximately $161.1 million to $1.1 billion at March 31, 2026, from $931.8 million at December 31, 2025. Total stockholders’ equity increased by approximately $5 million to $126.8 million at March 31, 2026, from $ 121.9 million at December 31, 2025, primarily due to net income and stock-based compensation.
The following table shows selected information for the period/year ended or at the dates indicated:
| Thress Months Ended | Year Ended | |||||||
| March 31, 2026 | December 31, 2025 | |||||||
| Average equity as a percentage of average assets | 10.34 | % | 11.08 | % | ||||
| Equity to total assets at end of period | 10.00 | % | 10.97 | % | ||||
| Return on average assets (1) | 1.56 | % | 1.64 | % | ||||
| Return on average equity (1) | 15.12 | % | 14.83 | % | ||||
| Noninterest expenses to average assets (1) | 2.68 | % | 2.48 | % | ||||
(1) Annualized for the three months ended March 31, 2026.
Liquidity and Sources of Funds
The Company’s sources of funds include customer deposits, loan repayments, earnings, federal funds market, and access to various borrowing arrangements. These includes borrowing capacity with Federal Home Loan Bank of Atlanta (“FHLB”), the Federal Reserve Bank, and five correspondent banks.
Our liquidity is derived primarily from our deposit base, scheduled amortization and prepayments of loans and debt securities, funds provided by operations, and capital. The Company’s liquidity position is also maintained by selling equity and cash flow generation from our subsidiaries. Additionally, as a commercial bank, we are expected to maintain an adequate liquidity position. The Company’s liquidity position may consist of cash on hand, cash on demand deposit with correspondent banks, federal funds sold, and unpledged marketable securities such as United States government securities, collateralized mortgage obligations, and mortgage-backed securities. Some of our securities are pledged to the Federal Reserve Bank to secure borrowing capacity. The market value of securities pledged to the Federal Reserve Bank was $52.1 million at March 31, 2026.
(continued)
| 21 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Deposits increased by approximately $161.1 million during the three-month period ended March 31, 2026. The increase in deposits provided funding for new loan originations and repayment of Federal Home Loan Bank advances.
In addition to obtaining funds from depositors, the Company had borrowing capacity of $293.4 million in established borrowing capacity with the FHLB. The Company’s borrowing facility is subject to collateral and stock ownership requirements, as well as prior FHLB consent to each advance. As of March 31, 2026, first mortgage loans with a carrying value of $579.9 million were pledged to FHLB. At March 31, 2026, the Company also had available lines of credit amounting to $76.5 million with five correspondent banks, disbursements on the lines of credit are subject to the approval of the correspondent banks. As of March 31, 2026, debt securities with a fair value of $52.1 million were pledged as collateral to the Federal Reserve Bank. The Company monitor its liquidity position on daily basis and believes its current funding sources, including deposits, borrowing capacity, unencumbered liquid assets, and access to the federal funds market, are adequate to meet its ongoing operating needs.
Off-Balance Sheet Arrangements
Refer to Note 9 in the condensed consolidated financial statements for Off-Balance Sheet Arrangements.
Results of Operations
The following table sets forth, for the periods indicated, information regarding (i) the total dollar amount of interest and dividend income of the Company from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average cost; (iii) net interest income; (iv) interest-rate spread; (v) net interest margin; and (vi) the ratio of average interest-earning assets to average interest-bearing liabilities.
| Three Months Ended March 31, | ||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||
| Interest | Average | Interest | Average | |||||||||||||||||||||
| Average | Income/ | Yield/ | Average | Income/ | Yield/ | |||||||||||||||||||
| (dollars in thousands) | Balance | Expense | Rate(1) | Balance | Expense | Rate(1) | ||||||||||||||||||
| Interest-earning assets: | ||||||||||||||||||||||||
| Loans | 1,041,583 | $ | 18,114 | 7.05 | % | $ | 796,846 | $ | 13,601 | 6.83 | % | |||||||||||||
| Securities | 26,527 | 191 | 2.92 | % | 22,977 | 160 | 2.79 | % | ||||||||||||||||
| Other interest-earning assets (2) | 123,845 | 1,148 | 3.76 | % | 109,863 | 1,246 | 4.54 | % | ||||||||||||||||
| Total interest-earning assets | 1,191,955 | 19,453 | 6.62 | % | 929,686 | 15,007 | 6.46 | % | ||||||||||||||||
| Cash and due from banks | 10,656 | 14,177 | ||||||||||||||||||||||
| Premises and equipment | 2,684 | 2,139 | ||||||||||||||||||||||
| Other | 4,641 | 7,862 | ||||||||||||||||||||||
| Total assets | 1,209,936 | $ | 953,864 | |||||||||||||||||||||
| Interest-bearing liabilities: | ||||||||||||||||||||||||
| Savings, NOW and money-market deposits | 334,816 | 1,896 | 2.30 | % | $ | 277,012 | 1,751 | 2.53 | % | |||||||||||||||
| Time deposits | 436,205 | 4,280 | 3.98 | % | 312,116 | 3,527 | 4.52 | % | ||||||||||||||||
| Borrowings (3) | 9,224 | 87 | 3.83 | % | 32,222 | 303 | 3.76 | % | ||||||||||||||||
| Total interest-bearing liabilities | 780,245 | 6,263 | 3.26 | % | 621,350 | 5,581 | 3.59 | % | ||||||||||||||||
| Noninterest-bearing demand deposits | 296,750 | 219,204 | ||||||||||||||||||||||
| Other liabilities | 7,852 | 7,719 | ||||||||||||||||||||||
| Stockholders’ equity | 125,089 | 105,591 | ||||||||||||||||||||||
| Total liabilities and stockholders’ equity | 1,209,936 | $ | 953,864 | |||||||||||||||||||||
| Net interest income | $ | 13,190 | $ | 9,426 | ||||||||||||||||||||
| Interest rate spread (4) | 3.36 | % | 2.87 | % | ||||||||||||||||||||
| Net interest margin (5) | 4.49 | % | 4.06 | % | ||||||||||||||||||||
| Ratio of average interest-earning assets to average interest-bearing liabilities | 1.53 | 1.50 | ||||||||||||||||||||||
| (1) | Annualized. |
| (2) | Includes interest-earning deposits with banks, Federal Funds Sold and Federal Home Loan Bank stock dividends. |
(continued)
| 22 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
| (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. |
Comparison of the three-month periods ended March 31, 2026, and 2025
| Three Months Ended | Increase / | |||||||||||||||
| March 31, | (Decrease) | |||||||||||||||
| (dollars in thousands, except per share amounts) | 2026 | 2025 | Amount | Percentage | ||||||||||||
| Total interest income | $ | 19,453 | $ | 15,007 | $ | 4,446 | 29.6 | % | ||||||||
| Total interest expense | 6,263 | 5,581 | 682 | 12.2 | % | |||||||||||
| Net interest income | 13,190 | 9,426 | 3,764 | 39.9 | % | |||||||||||
| Credit loss expense | 770 | (165 | ) | 935 | (566.7 | )% | ||||||||||
| Net interest income after credit loss expense | 12,420 | 9,591 | 2,829 | 29.5 | % | |||||||||||
| Total noninterest income | 1,784 | 1,231 | 553 | 44.9 | % | |||||||||||
| Total noninterest expenses | 8,006 | 5,626 | 2,380 | 42.3 | % | |||||||||||
| Net income before income taxes | 6,198 | 5,196 | 1,002 | 19.3 | % | |||||||||||
| Income taxes | 1,535 | 1,326 | 209 | 15.8 | % | |||||||||||
| Net income | $ | 4,663 | $ | 3,870 | 793 | 20.5 | % | |||||||||
| Earnings per share - Basic | $ | 0.39 | $ | 0.33 | ||||||||||||
| Earnings per share - Diluted(1) | $ | 0.20 | $ | 0.17 | ||||||||||||
(1) On October 1, 2025, the Company amended the terms of the Series B preferred shares, as detailed in Note 11 to the condensed consolidated financial statements. This amendment affected the calculation of diluted earnings per share, and accordingly, all periods diluted EPS figures have been restated to reflect the new dilution structure. This ensures a consistent basis of comparison.
Net Income. Net income for the three months ended March 31, 2026, were $4.7 million or $0.39 per basic share and $0.20 per diluted share compared to net income of $3.9 million or $0.33 per basic share and $0.17 per diluted share for the three months ended March 31, 2025. The increase in net income during the three months ended March 31, 2026, compared to three months ended March 31, 2025, is primarily attributed to an increase in net interest income and noninterest income.
Interest income. Interest income increased by $4.4 million to $19.5 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, the increase was primarily attributed to the increase in average balances of interest earning assets.
Interest expense. Interest expense increased by $0.7 million to $6.3 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to an increase in average interest-bearing liability balances.
Credit loss expense. The Company recorded a credit loss expense of $0.8 million for the three months ended March 31, 2026, compared to a credit loss reversal of ($0.2) million for the three months ended March 31, 2025. The expected credit loss expense is charged to earnings as losses are expected to have occurred in order to bring the total allowance for credit losses to a level deemed appropriate by management to absorb losses expected. Management’s periodic evaluation of the adequacy of the allowance for credit losses is based upon historical experience, the volume and type of lending conducted by the Company, adverse situations that may affect the borrower’s ability to repay, estimated value of the underlying collateral, general economic conditions, particularly as they relate to our market areas, and other factors related to the estimated collectability of our loan portfolio. The allowance for credit losses totaled $11.1 million or 1.01% of loans outstanding at March 31, 2026, compared to $10.3 million or 1.07% of loans outstanding at December 31, 2025. During the three-months ended March 31, 2026, the net charge-off amounting to $3,000 resulted from consumer lending.
(continued)
| 23 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Noninterest income. Total noninterest income was $1.8 million for the three months ended March 31, 2026, compared to $1.2 for the three months ended March 31, 2025. The increase reflects an increase in service charges and fees related to banking services.
Noninterest expenses. Total noninterest expenses increased to $8.0 million for the three months ended March 31, 2026, compared to $5.6 million for the three months ended March 31, 2025, primarily due prior quarter adjustments to year-end incentive compensation combined with seasonal increases in payroll taxes and other employee benefits and continued investments in personnel.
Item 3. Quantitative and Qualitative Disclosures about Market Risks
Not applicable.
Item 4. Controls and Procedures
The Company’s management evaluated the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report, and based on this evaluation, the Principal Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures are effective.
There have been no significant changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
(continued)
| 24 |
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently a party to any material legal proceedings.
Item 1A. Risk Factors
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On January 27, 2026, the Company and Michael Blisko entered into, and consummated the transaction contemplated by, an Exchange Agreement. Pursuant to such agreement, Mr. Blisko exchanged 65 shares of Company Series B Convertible Preferred Stock for 531,178 newly issued shares of Company common stock. Such exchange was effected pursuant to an exemption from registration under the Securities Act of 1933, as amended, including but not limited to Section 3(a)(9) thereof.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits
The exhibits listed in the Exhibit Index following the signature page are filed or furnished with or incorporated by reference into this report.
| 25 |
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 thereunto duly authorized.
| OPTIMUMBANK HOLDINGS, INC. | ||
| (Registrant) | ||
| Date: May 11, 2026 | By: | /s/ Moishe Gubin |
| Moishe Gubin | ||
| Principal Executive Officer | ||
| Date: May 11, 2026 | By: | /s/ Elliot Nunez |
| Elliot Nunez | ||
| Chief Financial Officer | ||
| 26 |
EXHIBIT INDEX
| 27 |