Tectonic Financial, Inc. 8-K

What Happened
Tectonic Financial, Inc. announced it consummated the previously announced separation and distribution of Tectonic Advisors, LLC (“Spinco”) on January 5, 2026. The Company distributed 100% of Spinco’s membership interests to certain Cain Watters equity holders and, in connection with the Distribution, received approximately 1.53 million shares of its common stock (about 22.25% of fully diluted shares as of the distribution date) and a $35.0 million promissory note. Spinco immediately refinanced and paid that note in full, and the Company received $35.0 million in cash. Following the transaction, Spinco ceased to be a subsidiary of the Company. The Separation and Distribution are intended to be tax‑free for U.S. federal income tax purposes except for the cash received from the note payoff.

Key Details

• Distribution and closing date: January 5, 2026.
• Company received ~1.53 million common shares (≈22.25% fully diluted) and a $35.0M promissory note that was immediately paid, delivering $35.0M cash to the Company.
• Use of proceeds: cash intended for general corporate purposes, which may include repayment of subordinated debt, redemption of Series B Noncumulative Perpetual Preferred Stock, and repurchase of common stock (subject to board and regulatory approvals).
• Governance and shareholder actions: Steven B. Clapp and Thomas Sanders resigned from the boards of the Company, T Bancshares, Inc., and T Bank, N.A., effective immediately after the Distribution (no disagreements reported). The board declared a $0.14 per share cash dividend on common stock payable February 18, 2026 to shareholders of record immediately prior to the Distribution.

Why It Matters
The transaction materially changes the company’s structure by removing Spinco as a subsidiary and provides a near‑term cash infusion of $35.0M, which management can use to reduce debt, redeem preferred stock, or buy back shares—actions that could affect capital structure and shareholder value. Director departures and the declared cash dividend are governance and cash‑return items investors should note when assessing near‑term cash flow and board composition.