OptimumBank Holdings, Inc. Announces Capital Structure Enhancements Reflecting Strong Institutional and Insider Alignment

Fort Lauderdale, Florida--(Newsfile Corp. - January 5, 2026) - OptimumBank Holdings, Inc. (NYSE American: OPHC) (the "Company") is pleased to provide a year-end update on the successful completion of a comprehensive modernization of its capital structure. This strategic initiative, finalized through a series of coordinated actions by the Company’s largest institutional and insider stakeholders, establishes a transparent and high-performance equity foundation as the Company prepares for its next phase of asset growth.

AllianceBernstein Deepens Long-Term Alignment

As part of its ongoing investment strategy, AllianceBernstein, a leading global asset manager, has continued to increase its economic exposure to the Company in a manner designed to support the Company’s long-term growth while maintaining appropriate ownership levels.

Over the last two years, AllianceBernstein increased its investment through a combination of open-market purchases, direct investments in both common and preferred equity, and a conversion of a portion of its holdings into non-voting equity. Most recently, in October 2025, AllianceBernstein elected to rebalance a portion of its holdings by converting 350,000 shares of common stock into preferred stock. This structure allows AllianceBernstein to increase its economic exposure to the Company in a manner consistent with applicable ownership limits and regulatory requirements, while maintaining appropriate governance alignment.

The non-voting shares are fully exchangeable into voting common stock, providing flexibility over time while allowing AllianceBernstein to support the Company’s growth without increasing voting control.

“This approach reflects AllianceBernstein’s long-term confidence in the Company and OptimumBank’s management team,” said Moishe Gubin, Chairman of OptimumBank Holdings, Inc. “It allows a valued institutional partner to increase its economic alignment with the Company while maintaining appropriate governance balance.”

Capital Structure Simplification and Long-Term Insider Alignment

As part of the comprehensive modernization of its capital structure, the Company amended and restated the terms of its Series B Preferred Stock to enhance clarity, consistency, and transparency for investors.

In connection with this amendment, the Series B Preferred Stock was restated into a single, unified series, eliminating historical sub-series and simplifying disclosure. Conversion mechanics were modernized and standardized, providing greater consistency with the Company’s broader capital framework. The Series B Preferred Stock is now included in diluted common share counts and diluted earnings-per-share calculations, improving comparability and transparency across reporting periods. The Company retrospectively updated diluted earnings-per-share disclosures to reflect this improved presentation.

Importantly, there was no economic benefit to management from this change. Instead, the amendment was undertaken to reduce complexity, eliminate confusion around potential dilution, and enhance the clarity of the Company’s financial reporting for shareholders and analysts. The Series B Preferred Stock does not provide dividend income or additional economic participation and is defined by its legacy conversion mechanics and liquidation preference. It is not designed as a yield-bearing or economically advantaged share. The Company’s Series C Preferred Stock, which is convertible on a one-for-one basis into common stock, is structured to align more directly with common equity ownership.

For illustrative and analytical purposes, if converted, the Company’s outstanding Series B Preferred Stock would represent an aggregate of 11,113,889 shares of common stock, and the Company’s outstanding Series C Preferred Stock would represent 875,641 shares of common stock. As of the end of the third quarter of 2025, the Company’s common and preferred equity, on an as-converted basis, totaled 23,523,473 shares outstanding, corresponding to a fully diluted tangible book value of approximately $4.97 per share. This presentation is intended to provide additional transparency into the Company’s capital structure and balance sheet strength and does not reflect an expectation of conversion.

The Series B amendment was approved by the holders of the Series B preferred stock, including Chairman Moishe Gubin and Director Michael Blisko, who together have been long-standing investors in OptimumBank Holdings, Inc.

“OptimumBank Holdings, Inc. is at a very different stage today than when these preferred securities were originally issued,” said Moishe Gubin, Chairman of the Board. “These changes were made deliberately and with a long-term perspective. We believed it was important to simplify the capital structure, improve transparency, and ensure the framework reflects the strength and scale of the institution we have built. 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. 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.”

With strong institutional participation, aligned insider ownership, and a streamlined capital structure, the Company believes it is well positioned to continue executing on its growth strategy while maintaining flexibility, transparency, and discipline in the public markets. 

The Form 8K and 13G detailing the above transactions is available on the SEC's website at www.sec.gov.

About OptimumBank Holdings, Inc.
OptimumBank Holdings, Inc. is the corporate parent company of OptimumBank, formed in 2004. OptimumBank was founded in 2000 in Ft. Lauderdale, Florida. Our customers found a bank that is strongly service oriented with reasonable fees, unseen at larger financial institutions. OptimumBank is committed to supporting economic development and social progress through responsible banking and community partnerships. OptimumBank's business and financial solutions include: Business Banking, Business Lending, SBA Lending Solutions, Treasury Management, and Personal Banking.

Note Regarding Forward-Looking Statements
Certain statements in this press release are "forward-looking statements" within the meaning of the rules and regulations of the Private Securities Litigation and Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. These statements are not guarantees of future results or occurrences and are subject to change, possibly materially. See "Note Regarding Forward-Looking Statements" and the sections entitled "Risk Factors" in the Company's filings with the Securities and Exchange Commission which are available on OptimumBank's website (Investor Relations - OptimumBank) and on the Securities and Exchange Commission's website (www.sec.gov). Any forward-looking statements made by or on behalf of OptimumBank speak only as to the date they are made, and OptimumBank does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made.

SOURCE: OptimumBank Holdings, Inc.

Investor Relations & Corporate Relations
Contact: Seth Denison
Telephone: (305) 401-4140 / SDenison@OptimumBank.com

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