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) April 28, 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 registeredTrading Symbol(s) Name of exchange on which registered
Common StockOPHC 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 5.07. Submission of Matters to a Vote of Security Holders.

The 2026 annual meeting of shareholders of OptimumBank Holdings, Inc. (the “Company”) was held on April 28, 2026. There were 12,166,437 shares of common stock outstanding as of the record date for the annual meeting, of which 8,991,733 were present in person or by proxy at the meeting, representing 73.91% of the outstanding shares eligible to vote. The voting results of the meeting are:

Proposal 1 - To elect six directors:

For Withhold Broker Non-Vote
(1) Moishe Gubin 6,511,892 368,230 2,111,611
(2) Joel Klein 6,571,984 308,138 2,111,611
(3) Avi Zwelling 6,547,745 332,377 2,111,611
(4) Thomas Procelli 6,570,311 309,811 2,111,611
(5) Michael Blisko 6,548,921 331,201 2,111,611
(6) Steven Newman 6,548,921 331,201 2,111,611

Proposal 2 – To approve an amendment to the Company’s Articles of Incorporation to authorize a class of nonvoting common stock:

For Against Abstain
6,699,923 172,576 7,623

Proposal 3 – To ratify the appointment of Hacker, Johnson & Smith, P.A. as the Company’s independent auditor for the 2026 fiscal year:

For Against Abstain
8,947,652 20,338 23,743

Proposal 4 – To adjourn the annual meeting in the event there are not sufficient votes to approve one or more of the foregoing proposals:

For Against Abstain
8,432,766 388,083 170,884

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) *

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 4, 2026
By: /s/ Moishe Gubin
Moishe Gubin
Chairman of the Board of Directors