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Get filing alertsOptimumBank issues $35M in 7.50% subordinated notes due 2036 at par
Filed August 19, 2026 · Period ending August 19, 2026 · ~1 min read
Key Changes
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Issued $35 million in subordinated notes at par with a 7.50% fixed rate through September 2031, then floating at SOFR+340 bps until 2036 maturity. Notes are unsecured, subordinated to senior debt, and structured to qualify as Tier 2 regulatory capital.
Item 1.01 verify on EDGAR → -
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Notes are callable at par plus accrued interest starting September 1, 2031, giving the company refinancing flexibility if rates decline. Before that date, redemption is permitted only in whole and only under limited circumstances.
Item 1.01 verify on EDGAR → -
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Net proceeds will be used for general corporate purposes. The company committed to register the notes via an exchange offer; failure to meet registration obligations triggers additional interest payments.
Item 1.01 verify on EDGAR → -
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The filing also reports the issuance as creation of a direct financial obligation under Item 2.03.
Item 2.03 verify on EDGAR →
Summary
OptimumBank raised $35 million in subordinated debt capital through a private placement of 10-year notes to institutional investors. The notes carry a 7.50% fixed coupon through September 2031, then convert to a floating rate tied to SOFR, and are structured to qualify as Tier 2 regulatory capital.
This issuance strengthens the company's capital ratios and provides financial flexibility, though the subordinated structure means noteholders stand behind senior creditors in a default scenario. The company disclosed general corporate purposes as the use of proceeds, without specifying particular deployment plans.
The notes are callable at par starting in 2031, giving management the option to refinance if market conditions improve. For retail equity holders, the issuance is dilutive to book value per share but does not dilute common equity ownership. The 7.50% fixed rate reflects current market pricing for subordinated bank debt and will add to the company's interest expense through 2031.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 — Creation of a Direct Financial Obligation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
The 8-K includes a labeled Item 2.03 section. Its body incorporates the primary Item (typically 1.01) by reference rather than restating terms — do not treat that thinness as 'Item 2.03 absent.' The company is signaling creation of a direct financial obligation alongside the agreement disclosure; keep Item 2.03 visible in the report.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Company intends to use its net proceeds from the sale of the Notes for general corporate purposes.
The company disclosed it will use the net proceeds from the $35 million note issuance for general corporate purposes, without specifying particular uses.
Added in current filing · verify on EDGAR →
The Notes are unsecured, subordinated obligations of the Company, are not obligations of, and are not guaranteed by, any subsidiary of the Company, and rank junior in right of payment to the Company’s current and future senior indebtedness. The Notes are intended to qualify as Tier 2 capital of the Company for regulatory capital purposes.
The notes are unsecured and subordinated to all senior debt at the holding company level, with no subsidiary guarantees. They are structured to qualify as Tier 2 regulatory capital, which strengthens the company's capital ratios but means noteholders stand behind senior creditors in a default scenario.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Pursuant to the Registration Rights Agreement, the Company has agreed to take certain actions to provide for the exchange of the Notes for subordinated notes that are registered under the Securities Act and have substantially the same terms as the Notes (the “Exchange Offer”). ... If the Company fails to meet its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes.
The company committed to register the notes via an exchange offer, allowing investors to swap their privately-placed notes for SEC-registered notes with substantially identical terms. Failure to meet registration obligations triggers additional interest payments to noteholders.
Event · Item 7.01 — Regulation FD Disclosure
OptimumBank furnished an investor presentation in connection with a notes offering under Regulation FD.
Added in current filing · verify on EDGAR →
In connection with the offering of the Notes, the Company issued an investor presentation to potential Holders on a confidential basis, a copy of which is furnished as Exhibit 99.1.
OptimumBank disclosed that it is conducting an offering of notes and has provided an investor presentation to potential holders on a confidential basis. The presentation is attached as Exhibit 99.1. The filing does not disclose the size, terms, pricing, or use of proceeds for the notes offering.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 20, 2026 · How we verify