OPHC 10-K & 10-Q changes, risk factors and insider trading
OptimumBank Holdings, Inc. · NYSE · National Commercial Banks · CIK 1288855 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Not available: the section could not be located automatically in both filings (non-standard layout or incorporated by reference). See the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
Not available: the section could not be located automatically in one of the filings (non-standard layout or incorporated by reference). See the original filing. Open the filing on SEC.gov.
What changed in the latest 10-Q
Risk Factors
We could not find a separate Risk Factors item in the latest 10-Q. Some companies leave it out of quarterly reports; see the annual 10-K risk factors and the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
New heading “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)”
New heading “Comparison of the three-month periods ended June 30, 2026, and 2025”
New heading “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)”
New heading “Comparison of the six-month periods ended June 30, 2026, and 2025”
Removed heading “Comparison of the three-month periods ended March 31, 2026, and 2025”
Largest changes
“Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)”see in full comparison
“Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)”see in full comparison
“Comparison of the three-month periods ended March 31, 2026, and 2025”see in full comparison
“Comparison of the three-month periods ended June 30, 2026, and 2025”see in full comparison
“Credit loss expense. The Company recorded a credit loss recovery of $37,000 and a $1.0 million expense for the three months ended June 30, 2026, and 2025, respectively. The improvement primarily reflects the continued strength of the Company’s credit quality and management’s evaluation of the factors used to estimate expected credit losses, partially offset by continued growth in the loan portfolio. Expected credit losses are charged to earnings to maintain the allowance for credit losses at a level deemed appropriate by management to absorb losses expected. …”see in full comparison
Full comparison: every changed paragraph (45)
Our key strategic initiativesplan areis designedfocused toon generategenerating continuedsustainable long-term growth through the expansion of full-service banking
relationships, growth in earning assets, core transaction deposits, treasury management fee income, whileand operatingdisciplined withexpense anmanagement.
We efficientcontinue costto structure. Continued emphasis on expansion ofexpand our presence throughout South Florida customerwhile base,selectively alongpursuing with and exploring additional nichespecialized lines of business through OptimumFunding,
LLC and OptimumFinance, LLC,LLC arethat also part ofcomplement our strategicrelationship-based plan.banking model and leverage the Company’s existing expertise.
We believe long-term client relationships are built by delivering personalized financial solutions that meet the evolving needs of business owners and individuals. Our approach is centered on providing responsive, relationship-driven service supported by experienced bankers, modern technology, and tailored financial solutions. We believe this strategy strengthens client relationships, promotes customer retention, and supports profitable growth that enhances long-term shareholder value.
Our primary focus remains developing full-service banking relationships with business customers throughout Florida, and selected markets across the United States. We believe a strong and diversified core deposit base provides the foundation for continued loan growth and supports our ability to capitalize on opportunities within South Florida’s commercial real estate market and our specialized industry verticals, including skilled nursing facilities and merchant cash advance providers. We continue to invest in experienced banking professionals, treasury management capabilities, and enhancements to our technology platform, including upgrades to our core banking system and digital banking applications. These investments are intended to enhance the client experience while allowing us to continue delivering personalized service, improve operating efficiency, expand relationships with local small businesses, diversify our customer base and balance sheet, and increase utilization of our branch network.
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,non-bank asset-basedfinancing lending subsidiary. The subsidiary was createdsubsidiary, to expand the company’s
Company’s commercial real estate lending
capabilities through flexible bridge and transitional financing solutions. ThroughOptimumFinance OptimumFinance, enables
the Company is able to provide flexible,
short-term financing tofor acquirethe acquisition and repositionrepositioning assets,of andcommercial providesreal aestate singlewhile platformsupporting clients through
the transition to support clients from bridge origination through
permanent financing.financing, further strengthening our ability to serve customers throughout the life cycle of their financing
needs.
In late 2025, the Company formed OptimumHUD Loans,
LLC (d/b/a) as OptimumFunding, LLC,LLC), a wholly owned non-bank subsidiary.
Upon Whencommencement of operations, the subsidiary commences operations, it is expected to support
aprovide focused suite ofspecialized 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 orfinancing, Federal Housing Administration (“FHA”) financing
and FHA and HUD loan originationoriginations, capabilityand financing for acquisitions,
refinancing, and repositioning of multifamily and healthcare properties. The platform willis deliverexpected specializedto build upon the Company’s established
lending relationships and sector expertise
serving while expanding our ability to serve clients in the skilled nursing facilities,nursing, senior housing, and multifamily assets, building upon the Company’s established lending relationships
and sector knowledge.sectors.
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.
We believe investments in technology and product enhancements complement, rather than replace, our relationship-based banking model by making it easier for clients to conduct business while continuing to receive personalized service from experienced bankers. Together with our Treasury Cash Management platform, these investments have expanded our ability to serve specialized industries, including skilled nursing facilities, through commercial real estate, asset-based lending (“ABL”), and operating deposit relationships. We have also expanded our Small Business Administration (“SBA”) lending platform, entering the market in late 2023 and achieving Preferred Lender Program (“PLP”) status during the first quarter of 2025. Under the program, the Bank offers SBA-guaranteed 7(a) loans generally secured by accounts receivable, inventory, equipment, or real estate. These initiatives have contributed to continued growth in our loan portfolio through relationship-based commercial banking activities, primarily within the commercial real estate, owner-occupied commercial real estate, multifamily, and commercial and industrial sectors throughout Florida.
Treasury management services remain an important component of our broader commercial banking strategy. While we continue to serve our established merchant cash advance customer base and related electronic funds transfer business, our primary strategic focus is expanding full-service banking relationships with business customers. These relationships provide opportunities to grow operating deposits, treasury management services, and commercial lending relationships while strengthening long-term customer relationships. We continue to invest in automation and technology designed to improve efficiency, enhance the client experience, and support the continued growth of our treasury management platform throughout 2026 and beyond.
Our strategic plan continues to emphasize disciplined underwriting, prudent risk management, and a comprehensive credit culture that has supported the Company’s strong credit performance. As we pursue additional growth opportunities through our subsidiaries and existing banking platform, management remains committed to maintaining the underwriting standards, credit administration processes, and risk management practices that have supported the quality of our loan portfolio while positioning the Company for continued profitable growth.
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 MarchJune 31,30, 2026 and December 31, 2025
The Company continued to generate strong balance sheet growth during the first six months of 2026. Total assets increased by approximately $289.3 million to $1.4 billion at June 30, 2026, from $1.1 billion at December 31, 2025, primarily driven by continued growth in the loan portfolio.
As
of March 31, 2026 and December 31, 2025, the Bank is well capitalized under regulatory guidelines.
Refer
to Note 1011 in the condensed consolidated financial statements, which presents the Bank’s actual and required minimum capital ratios
to be well capitalized under Promptprompt Correctivecorrective Actionaction Regulations (“CBLR Framework”).regulations.
The
Company’s total assets increased by approximately $157.1$289.3 million to $1.3$1.4 billion at MarchJune 31,30, 2026, from $1.1 billion at December
31, 2025, primarily
due to increases in loans. Net loans increased by $131.2$257.1 million to $1.1$1.2 billion at MarchJune 31,30, 2026, from $947.3 million
at December 31,
2025. Deposits grew by approximately $161.1$282.3 million to $1.1$1.2 billion at MarchJune 31,30, 2026, from $931.8 million at December
31, 2025. Total stockholders’
equity increased by approximately $5$12.5 million to $126.8$134.4 million at MarchJune 31,30, 2026, from $ 121.9
million at December 31, 2025, primarily due to net incomeincome, stock-based compensation, and
stock-based compensation.common stock shares sold under the ATM program.
(1)
Annualized for the threesix months ended MarchJune 31,30, 2026.
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 alsofurther maintainedsupported by sellingequity equityissuances and cash
flow flow
generationgenerated fromby ourits subsidiaries. Additionally, asAs a commercial bank, we are expected to maintain anmaintaining adequate liquidity position.
remains a core financial objective. The Company’s
liquidity position may consistconsists of cash on hand, cashbalances on demand depositmaintained with correspondent banks, federal funds
sold, and unpledged marketable securitiessecurities,
including such as United StatesU.S. government securities, collateralized mortgage obligations, and mortgage-backed securities. Some of ourCertain securities are pledged to the Federal Reserve Bank
to secure borrowing capacity. The market value of securities pledged to the Federal Reserve Bank wasto $52.1support borrowing capacity. The Bank has a $58.7 million atline Marchof 31,credit with the Federal Reserve Bank, which is secured by debt securities and
loans with carrying value of $92.8 million as of June 30, 2026.
Deposits
increased by approximately $161.1$282.3 million during the three-monthsix-month period ended MarchJune 31,30, 2026.2026, Theproviding increasea instrong depositssource providedof funding for new
continued loan originationsgrowth andwhile also supporting the repayment of Federal Home
Loan Bank advances.
In
addition to obtaining funds from depositors, the Company had borrowing capacity of $293.4$355.5 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 MarchJune 31,30, 2026, first mortgage loans with a carrying value of $579.9$688.8 million were pledged to
FHLB. At MarchJune 31,30, 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 MarchJune 31,30, 2026, debt securities
and loans with a faircarrying valueamount of $52.1$92.8 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.
Comparison
of the three-month periods ended March 31, 2026, and 2025
(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.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Comparison of the three-month periods ended June 30, 2026, and 2025
(1) On October 1, 2025, the Company amended the terms of the Series B preferred shares, as detailed in Note 12 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 June 30, 2026, were 6.7 million or $.40 per basic share and $.28 per diluted share compared to net income of $3.6 million or $.31 per basic share and $.15 per diluted share for the three months ended June 30, 2025. The Company’s strong financial performance during the quarter was primarily driven by growth in net interest income and noninterest income, reflecting continued execution of its relationship-based banking strategy.
NoninterestInterest
income. Total noninterestInterest income wasincreased $1.8to $21.7 million for the three months ended MarchJune 31,30, 2026, compared to $1.2$15.6 million for the
three months ended
March 31,June 2025.30, The2025 increasedue reflectsprimarily anto increaseincreases in serviceaverage chargesbalances andof feesinterest relatedearning to banking services.assets.
NoninterestInterest
expenses.expense. TotalInterest noninterest expensesexpense increased to $8.0$7.0 million for the three months ended MarchJune 31,30, 2026, compared to $5.6
$5.3 million for the
three months ended MarchJune 31,30, 2025, primarily due prior quarter adjustments to year-endan incentive compensation
combined with seasonal increasesincrease in payrollaverage taxesinterest-bearing liability balances, and othera employee benefits and continued investmentsdecrease in personnel.the
cost of interest-bearing liabilities.
Credit loss expense. The Company recorded a credit loss recovery of $37,000 and a $1.0 million expense for the three months ended June 30, 2026, and 2025, respectively. The improvement primarily reflects the continued strength of the Company’s credit quality and management’s evaluation of the factors used to estimate expected credit losses, partially offset by continued growth in the loan portfolio. Expected credit losses are charged to earnings to maintain the allowance for credit losses at 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 composition of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of the underlying collateral, general economic conditions, particularly within the Company’s market areas, and other factors affecting the estimated collectability of loans. The allowance for credit losses totaled $11.0 million, or 0.91% of total loans outstanding, at June 30, 2026, compared to $10.3 million, or 1.07% of total loans outstanding, at December 31, 2025. Net charge-offs during the three months ended June 30, 2026 totaled $11,000 and were limited to the consumer loan portfolio.
Noninterest income. Total noninterest income was $2.5 million for the three months ended June 30, 2026, compared to $1.8 for the three months ended June 30, 2025. The increase reflects consistent performance in wire transfer and ACH fees, and gains on the sale of government guaranteed SBA loans.
Noninterest expenses. Total noninterest expenses increased to $8.4 million for the three months ended June 30, 2026, compared to $6.2 million for the three months ended June 30, 2025, primarily due to employee compensation and benefits, data processing fees, and other expenses.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Comparison of the six-month periods ended June 30, 2026, and 2025
Net Income. Net income for the six months ended June 30, 2026, were 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 Company’s strong financial performance during the first six months of 2026 was primarily driven by growth in net interest income and noninterest income, reflecting continued execution of its relationship-based banking strategy.
Interest income. Interest income increased by $10.6 to $41.2 million for the six months ended June 30, 2026, compared to $30.6 million for the six months ended June 30, 2025, due primarily to increases in average balances of interest earning assets.
Interest expense. Interest expense increased by $2.4 million to $13.3 million for the six months ended June 30, 2026, compared to $10.9 million for the six months ended June 30, 2025, primarily due to an increase in average interest-bearing liability balances, and a decrease in the cost of interest-bearing liabilities.
Credit loss expense. The Company recorded a credit loss expense of $0.7 million for the six months ended June 30, 2026, compared to $0.9 million for the six months ended June 30, 2025. The decrease primarily reflects the continued strength of the Company’s credit quality and management’s evaluation of the factors used to estimate expected credit losses, partially offset by continued growth in the loan portfolio. Expected credit losses are charged to earnings to maintain the allowance for credit losses at a level management believes is appropriate to absorb estimated losses inherent in the loan portfolio. Management’s periodic evaluation of the adequacy of the allowance for credit losses considers historical loss experience, the volume and composition of the loan portfolio, adverse situations that may affect borrowers’ ability to repay, the estimated value of underlying collateral, general economic conditions, particularly within the Company’s market areas, and other factors affecting the estimated collectability of loans. Net charge-offs during the six months ended June 30, 2026 totaled $14,000 million and were limited to the consumer loan portfolio.
Noninterest income. Total noninterest income was $4.3 million for the six months ended June 30, 2026 compared to $3.1 million for the six months ended June 30, 2025. The increase reflects consistent performance in wire transfer and ACH fees, and gains on the sale of government guaranteed SBA loans.
Noninterest expenses. Total noninterest expenses $16.4 million for the six months ended June 30, 2026, compared to $11.8 million for the six months ended June 30, 2025, primarily due to employee compensation and benefits, data processing fees, and other expenses.
OPHC insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding OPHC (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 155,051 | $905.5K | 0.0% | Added 24% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 42,613 | $248.9K | 0.0% | New position |