Tectonic Financial, Inc. 8-K

What Happened

• Tectonic Financial, Inc. announced on Feb 11, 2026 that it issued and sold $40 million aggregate principal amount of 7.25% Fixed-to-Floating Rate Subordinated Notes due 2036 in a private placement to accredited investors and qualified institutional buyers. The Notes were issued at 100% of face and mature on Feb 15, 2036. Interest is 7.25% per year (semi‑annual) from Feb 11, 2026 until Feb 15, 2031; thereafter the rate resets quarterly to three‑month SOFR plus 368 basis points (paid quarterly). The company intends to use net proceeds for general corporate purposes, including refinancing existing indebtedness and preferred stock. A press release announcing the offering was issued Feb 12, 2026.

Key Details

• Amount: $40,000,000 in aggregate principal.
• Coupon / structure: 7.25% fixed through Feb 15, 2031; thereafter floating at 3‑month SOFR + 368 bps.
• Maturity & redemption: Matures Feb 15, 2036; company may redeem in whole (not in part) on or after Feb 15, 2031; not redeemable at holder’s option.
• Ranking / capital treatment: Unsecured, subordinated obligations that rank junior to senior debt and are intended to qualify as Tier 2 regulatory capital.

Why It Matters

• The offering provides Tectonic with $40M of subordinated capital that the company says it will use partly to refinance debt and preferred stock, which can affect its regulatory capital position and interest expense profile. Because the Notes are subordinated and intended as Tier 2 capital, they can strengthen the bank parent’s capital ratios but carry a relatively high fixed interest cost through 2031 and a higher floating spread thereafter. The Notes were sold in a private placement (Rule 506(b)/Section 4(a)(2)), so they are not publicly tradable securities issued under a registration statement.