Tectonic Financial, Inc. 8-K

What Happened

• Tectonic Financial, Inc. (TECTP) filed an 8-K on January 15, 2026 announcing it will voluntarily delist its 9.00% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock from NASDAQ and intends to deregister the Series B under Section 12(b) of the Exchange Act. The board approved the delisting and deregistration on January 14, 2026, and the company expects the delisting to be effective on or about February 27, 2026.
• The company also notified Series B holders it intends to redeem all 1,725,000 outstanding Series B shares on February 17, 2026 at a redemption price of $10.00 per share plus any declared and unpaid dividends (to, but excluding, the Redemption Date). These actions are conditioned on Tectonic or its subsidiary obtaining the requisite funding to pay the redemption price; the Company may waive that funding condition.

Key Details

• Delisting notice to NASDAQ delivered: January 15, 2026; board approval: January 14, 2026; expected delisting effective date: on or about February 27, 2026.
• Series B redemption: 1,725,000 shares at $10.00 per share plus declared unpaid dividends; intended Redemption Date: February 17, 2026; redemption is conditional on funding (company may waive).
• T Bancshares, Inc. (a wholly-owned subsidiary) delivered conditional notices to redeem its subordinated notes: 7.125% notes due July 30, 2027 and March 31, 2028 at 100% of principal plus accrued interest, also intended for February 17, 2026, and also conditioned on obtaining required funding.
• The filing included a press release dated January 15, 2026 announcing the delisting and redemption plans (furnished, not filed).

Why It Matters

• For Series B preferred shareholders: if the redemption occurs, holders should receive $10.00 per share plus any declared unpaid dividends, removing those shares from NASDAQ trading and ending their public registration. If the required funding is not secured or the Company elects not to waive the condition, the redemption may be delayed or may not occur.
• For holders of the 2027 and 2028 subordinated notes: similar conditional redemption notices were issued; repayment depends on funding and may be delayed or not happen if the condition is unmet.
• For investors generally: voluntary delisting and deregistration reduce public liquidity and SEC reporting for the affected securities; outcomes depend on the company’s ability and decision to fund the redemptions.