Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. On August 19, 2026, OptimumBank Holding Company, Inc. (the “Company”) entered into a Subordinated Note Purchase Agreement (the “Purchase Agreement”) with certain institutional accredited investors and qualified institutional buyers (the “Purchasers”). Pursuant to the Purchase Agreement, the Company sold and issued $35.0 million in aggregate principal amount of its 7.50% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”). The Company is…

Results of Operations and Financial Condition.

CEO — Timothy Terry: Timothy Terry retired as CEO with Moishe Gubin appointed as the new CEO.

Results of Operations and Financial Condition.

Results of Operations and Financial Condition.

Entry into a Material Definitive Agreement.

Unregistered Sales of Equity Securities. On January 27, 2026, OptimumBank Holdings, Inc. (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, includi…

Results of Operations and Financial Condition.

Results of Operations and Financial Condition.

Results of Operations and Financial Condition.

Results of Operations and Financial Condition. On August 6, 2025, OptimumBank Holdings, Inc. issued a press release reporting its results of operations and financial condition for the period ending and as of June 30, 2025.

Entry into a Material Definitive Agreement. On July 1, 2025, OptimumBank Holdings, Inc. (the “Company”) entered into Amendment No. 1 to At Market Issuance Sales Agreement (the “Amendment”) with Compass Point Research & Trading, LLC. The Amendment amends that certain At Market Issuance Sales Agreement dated August 9, 2024 (the “Agreement”) by adding A.G.P./Alliance Global Partners to the group of Agents (as defined in the Amendment). Contemporaneously with entering into the Amendment, the Comp…

Executive Vice President and Chief Financial Officer — Elliot Nunez: Elliot Nunez was promoted to Executive Vice President and Chief Financial Officer.

Director — Martin Z. Schmidt: Mr. Schmidt resigned from the Boards of Directors without any stated disagreement.

Results of Operations and Financial Condition.

Results of Operations and Financial Condition.

The Company issued the shares in reliance on the exemption from registration set forth in Section 4(a)(2) of the Act and Rule 506 promulgated thereunder. The Company will use the proceeds to pay operating expenses or to contribute capital to OptimumBank to support its growth and operations.

Entry into a Material Definitive Agreement. Effective March 28, 2024, OptimumBank Holdings, Inc. (the “Company”) entered into subscription agreements with six investors. Pursuant thereto, the Company issued and sold issued 1,511,025 shares of common stock and 525,641 shares of Series C preferred stock at $3.90 per share, for $7,942,997 in gross proceeds. In connection therewith, the Company also entered into registration rights agreements with five of those investors, requiring the Company to…

Results of Operations and Financial Condition.

Results of Operations and Financial Condition. On February 5, 2024, OptimumBank Holdings, Inc. issued a press release describing aspects of its subsidiary, OptimumBank’s, unaudited results of operations for the year ended December 31, 2023.

Results of Operations and Financial Condition. On December 8, 2023, OptimumBank Holdings, Inc. issued a press release describing aspects of its results of operations for the month ended October 31, 2023.

Results of Operations and Financial Condition. On October 6, 2023, OptimumBank Holdings, Inc. issued a press release describing aspects of its results of operations for the quarter ended September 30, 2023.

Unregistered Sales of Equity Securities. On August 23, 2022, the Company sold 17,000 shares of the Company’s common stock to Mr. Newman for a cash price of $4.50 per share, or a total of $76,500. The shares were issued in reliance of the exemption from registration under Section 4(a)(2) of the Securities Act of 1933. SIGNATURE 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 d…

Director — Steven Newman: Steven Newman was elected as a director to fill the vacancy left by Heng Fai Ambrose Chan's resignation.