OptimumBank Holdings Inc. (NYSE American: OPHC) Reshapes Capital Structure as Institutional and Insider Alignment Deepens

• OptimumBank Holdings, Inc. completed a multi-step modernization of its capital structure at year-end 2025.
• AllianceBernstein increased its long-term economic exposure while maintaining governance balance through preferred equity.
• The company simplified its Series B Preferred Stock to improve transparency and comparability for investors.
• Capital changes were designed to reduce structural complexity, versus deliver economic benefits to management.
• Fully diluted tangible book value stood at approximately $4.97 per share as of the third quarter of 2025.
• Management views the streamlined capital framework as supportive of continued asset growth beyond $1.1 billion.

OptimumBank Holdings (NYSE American: OPHC), a community and business bank serving Florida, entered 2026 having completed a broad reworking of its capital structure, a process management describes as laying a clearer foundation for the company’s next phase of growth. The initiative, detailed in a January 5 announcement, reflects coordinated actions by OptimumBank’s largest institutional investor and key insiders, with an emphasis on transparency, alignment, and long-term flexibility (https://nnw.fm/2niTS).

The Fort Lauderdale-based holding company said the changes were undertaken to modernize legacy equity arrangements and to better reflect the scale the institution has reached. OptimumBank Holdings, Inc. surpassed $1.1 billion in assets last year, a milestone that Chairman Moishe Gubin has cited as a natural point to reassess how capital is structured and presented to the market.

A central element of the update involved AllianceBernstein, the global asset manager that has been a long-standing institutional investor in the company. Over the past two years, AllianceBernstein has increased its economic exposure through a mix of open-market purchases, direct investments in common and preferred equity, and conversions of voting common stock into non-voting equity. Most recently, in October 2025, AllianceBernstein converted 350,000 shares of common stock into preferred stock.

The structure allows AllianceBernstein to deepen its economic alignment with OptimumBank while remaining within regulatory ownership limits applicable to banking institutions. The non-voting shares remain fully exchangeable into voting common stock, preserving flexibility over time without concentrating voting control.

“This approach reflects AllianceBernstein’s long-term confidence in the company and OptimumBank’s management team,” Gubin said in the announcement. He emphasized that the arrangement supports growth while maintaining what he described as appropriate governance balance.

Alongside the institutional activity, OptimumBank Holdings, Inc. undertook a simplification of its own equity framework. The company amended and restated the terms of its Series B Preferred Stock, consolidating multiple historical sub-series into a single, unified class. Management said the goal was to enhance clarity and consistency for shareholders and analysts reviewing the company’s disclosures.

The amendment standardized conversion mechanics and brought the Series B Preferred Stock into diluted common share counts and diluted earnings-per-share calculations. The company also retrospectively updated diluted EPS disclosures to reflect the revised presentation, improving comparability across reporting periods.

According to OptimumBank Holdings, Inc., the changes did not provide any new economic benefit to management or insiders. The Series B Preferred Stock does not carry dividend income or additional economic participation and is defined primarily by its legacy conversion features and liquidation preference. Management characterized the security as non-yield-bearing and not economically advantaged.

For context, the company disclosed that, on an illustrative as-converted basis, outstanding Series B Preferred Stock would equate to 11,113,889 shares of common stock, while Series C Preferred Stock would represent 875,641 shares. Series C is convertible on a one-for-one basis into common stock and is structured to align more directly with common equity ownership.

As of the end of the third quarter of 2025, OptimumBank Holdings, Inc. reported total common and preferred equity of 23,523,473 shares on an as-converted basis. Fully diluted tangible book value was approximately $4.97 per share. The company stressed that this disclosure is intended to provide additional transparency rather than signal an expectation of conversion.

Approval of the Series B amendment came from holders of that class, including Gubin and Director Michael Blisko, both of whom have been long-term investors in the company. Gubin said the timing of the changes reflected how the institution has evolved since the preferred securities were first issued.

“OptimumBank Holdings, Inc. is at a very different stage today than when these preferred securities were originally issued,” Gubin said. He added that simplifying the capital structure and improving disclosure were deliberate steps aimed at aligning the framework with the company’s current scale and trajectory.

“The coordinated efforts between our major institutional partners and our Board reflect a unified conviction in the company’s future. By optimizing our equity classes and increasing our structural capacity, we are ensuring that our capital architecture is built to support OptimumBank’s push past its current $1.1 billion asset milestone,” Gubin said. “Michael and I are proud to lead this effort to clear the path for the next chapter of our community banking success, while remaining fully aligned with shareholders and focused on supporting the company’s continued growth, market presence, and long-term value creation.”

Beyond the technical aspects of equity classes, the capital update fits into a broader growth narrative that management has discussed publicly. In a recent interview, Gubin noted that the company has delivered compound growth on the order of roughly 30% over the past several years and believes that momentum is sustainable. He also highlighted that OptimumBank Holdings, Inc. is currently generating meaningful annual net income, which, under prudent capital assumptions, supports the company’s ability to continue expanding its balance sheet over time.

Operationally, OptimumBank Holdings, Inc. positions itself as a community-oriented banking organization focused on personalized service. Gubin has emphasized that OptimumBank’s differentiation lies in relationship-based lending and client familiarity rather than geographic reach.

For more information, visit OptimumBank’s website at www.OptimumBank.com.

NOTE TO INVESTORS: The latest news and updates relating to OPHC are available in the company’s newsroom at https://nnw.fm/OPHC

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