UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 1, 2026
OPTIMUMBANK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Florida | 001-42447 | 55-0865043 | ||
(State or other jurisdiction of 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 1, 2026, Timothy Terry retired as principal executive officer of OptimumBank Holdings, Inc. (the “Company”) and as President and Chief Executive Officer of its wholly-owned subsidiary, OptimumBank. Mr. Terry will assist with the transition of leadership described below.
Effective the same date: (i) the Company appointed its Chairman of the Board, Moishe Gubin, as its Chief Executive Officer and principal executive officer; and (ii) the Bank appointed Mr. Gubin as its Chief Executive Officer.
Also effective the same date, the Bank appointed Braden R. Smith as its President. Mr. Smith, age 52, served as Chief Business Development Officer of Amerant Bank from November 2024 through April 2026, and as Executive Vice President of Wintrust Financial Corporation from September 2009 to November 2024.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit Number |
Exhibit Name | Filed Herewith | ||
| 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: | May 5, 2026 | |
| By: | /s/ Moishe Gubin | |
| Moishe Gubin | ||
| Chairman of the Board of Directors | ||