UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1219, 2026 (February 1117, 2026)

Tectonic Financial, Inc.

(Exact name of registrant as specified in its charter)

Texas		001-38910		82-0764846
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

16200 Dallas Parkway, Suite 190 Dallas, Texas		75248
(Address of Principal Executive Offices)		(Zip Code)

16200 Dallas Parkway, Suite 190
Dallas, Texas 75248

~~Registrant's~~(Address ~~Telephone~~of ~~Number,~~principal ~~Including~~executive ~~Area~~offices) (Zip Code~~: (972~~) ~~720-9000~~

~~(Former~~ ~~Name or Former Address, if Changed Since Last Report~~(972) 720-9000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Series B preferred stock, par value $0.01 per share		TECTP		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On February 1117, 2026, Tectonic Financial, Inc. (the “Company”), ~~the~~completed ~~parent company for T Bank, National Association (~~the ~~“Bank”),~~previously ~~entered~~announced ~~into~~redemption ~~Subordinated~~of ~~Note Purchase~~all ~~Agreements (the “Purchase Agreements”) with certain institutional “accredited investors~~1,”725,000 asof ~~such~~its ~~term is~~outstanding ~~defined~~shares ~~in Rule 501~~ of Series ~~Regulation~~B DPreferred ~~promulgated by the U~~Stock.S. ~~Securities~~Also ~~and~~on ~~Exchange~~February ~~Commission~~17, ~~(the “SEC”) under the Securities Act of 1933~~2026, asT ~~amended (the “Securities Act”)~~Bancshares, ~~and “qualified institutional buyers~~Inc.,” asa ~~such~~wholly-owned ~~term~~subsidiary isof ~~defined in Rule 144A promulgated by~~ the ~~SEC under the Securities Act (collectively~~Company, ~~the~~completed ~~“Purchasers”). Under~~ the ~~terms of the Purchase~~previously ~~Agreements~~announced ~~with~~redemption ~~the Purchasers, the Company issued and sold $40 million in aggregate principal amount~~ of its 7.25125% Fixed-to-Floating Rate Subordinated Notes due ~~2036~~July ~~(the~~30, ~~“Notes”).~~2027 ~~The~~and ~~Notes were issued by the Company to the Purchasers at a price equal to 100~~7.125% of ~~their face amount. The Company intends~~ Fixed-to-Floating ~~utilize~~Rate ~~the net proceeds it received from the sale of the~~ Subordinated Notes ~~for~~due ~~general~~March ~~corporate purposes~~31, ~~including~~ ~~refinancing existing indebtedness and preferred stock~~2028.

The Notes mature on February 15, 2036 and bear interest at a fixed rate of 7.25% per year, from February 11, 2026 to, but excluding, February 15, 2031 or the date of earlier redemption, payable semi-annually in arrears. From and including February 15, 2031 to, but excluding, the maturity date or earlier redemption date, the interest rate will reset quarterly at a variable rate equal to the then current three-month Secured Overnight Financing Rate (“SOFR”), plus 368 basis points, payable quarterly in arrears. As provided in the Notes, the interest rate on the Notes during the applicable floating rate period may be determined based on a rate other than three-month term SOFR.1

Prior to February 15, 2031, the Company may redeem the Notes, in whole but not in part, only under certain limited circumstances set forth in the Note. The Notes are redeemable by the Company at its option, in whole or in part, on or after February 15, 2031. Any redemption will be at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest on the Notes being redeemed to, but excluding, the date of redemption. The Notes are not subject to redemption at the option of the holder.SIGNATURES

~~The Notes are unsecured, subordinated obligations~~Pursuant ofto the ~~Company,~~requirements ~~are not obligations~~ of, ~~and~~the ~~are~~Securities ~~not~~Exchange ~~guaranteed~~Act ~~by, any subsidiary~~ of ~~the Company~~1934, ~~and rank junior in right of payment to~~ the ~~Company’s~~registrant ~~current~~has ~~and~~duly ~~future~~caused ~~senior~~this ~~indebtedness.~~report ~~The Notes are intended~~ to ~~qualify~~be assigned ~~Tier~~on 2its ~~capital~~behalf of by the ~~Company~~undersigned ~~for regulatory~~hereunto ~~capital~~duly ~~purposes~~authorized.

The Notes were offered and sold by the Company in a private placement transaction in reliance on exemptions from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated by the SEC thereunder. The Purchase Agreements contain certain customary representations, warranties and covenants made by the Company, on the one hand, and the Purchasers, severally and not jointly, on the other hand.

	TECTONIC FINANCIAL, INC.

Date: February 19, 2026	By:	/s/ A. Haag Sherman
	Name:	A. Haag Sherman
	Title:	Chief Executive Officer

The forms of the Purchase Agreements and the Notes are attached as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K (this “Form 8-K”) and are incorporated herein by reference. The foregoing descriptions of the Purchase Agreements and the Notes are summaries and are qualified in their entirety by reference to the full text of such documents.2

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 of this Form 8-K, above, is hereby incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On February 12, 2026, the Company issued a press release announcing the completion of the offering of the Notes, a copy of which is furnished herewith as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be incorporated by reference into any filing or other document pursuant to the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are predictive in nature and are identified by the use of the terms “expected,” “will,” “look forward to,” “aim,” and similar words or phrases indicating possible future expectations, events or actions. Such forward-looking statements are based on current expectations, assumptions and projections about our business and the Company, and are not guarantees of our future performance or outcomes. These statements are subject to a number of known and unknown risks, uncertainties, and other factors, many of which are beyond our ability to control or predict, which may cause actual events to be materially different from those expressed or implied herein. The Company has provided additional information about the risks facing its business in its most recent annual report on Form 10-K, and any subsequent quarterly reports on Form 10-Q and current reports on Form 8-K, filed by it with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made and are expressly qualified in their entirety by the cautionary statements set forth herein and in the filings with the SEC identified above, which you should read in their entirety before making any investment or other decision with respect to our securities. The Company undertakes no obligation to update or revise any forward-looking statements contained in this Current Report on Form 8-K, whether as a result of new information, future events or otherwise, except as otherwise required by applicable law.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
4.1	Form of 7.25% Fixed-to-Floating Rate Subordinated Note due 2036 (included as Exhibit A to the Purchase Agreement filed as Exhibit 10.1 hereto)
10.1	Form of Subordinated Note Purchase Agreement, dated as of February 11, 2026, by and among Tectonic Financial, Inc. and the Purchasers (Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.)
99.1	Press release, dated February 12, 2026, of Tectonic Financial, Inc
104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TECTONIC FINANCIAL, INC.
Date: February 12, 2026	By:	/s/ A. Haag Sherman
		Chief Executive Officer

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