OptimumBank (OPHC) Proxy filing summary

Executive summary

• Achieved record financial performance in 2025, surpassing $1.1 billion in assets and delivering the highest net income and profitability metrics in company history.

• Expanded lending capabilities, including SBA Preferred Lender status and the launch of a new bridge-to-HUD and FHA/HUD-insured lending platform.

• Modernized capital structure by streamlining preferred equity and introducing a new class of nonvoting common stock.

• Celebrated 25th anniversary with significant community engagement and increased institutional investor confidence.

• Investments in technology and personnel positioned the company for scalable growth toward $3 billion in assets.

Voting matters and shareholder proposals

• Shareholders will vote to elect six directors, approve an amendment to authorize nonvoting common stock, ratify the independent auditor, and potentially adjourn the meeting if necessary.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by November 24, 2026.

Board of directors and corporate governance

• Board consists of six members, with a majority deemed independent under NYSE American standards.

• Committees include Audit, Compensation, and Nominating, each with defined charters and independent oversight.

• Board separates Chairman and principal executive officer roles and emphasizes risk oversight at both committee and board levels.

• Shareholders can communicate directly with the Board, and director attendance at meetings is expected.