Tectonic Financial, Inc. Announces Redemption of Preferred Stock and Resulting Nasdaq Delisting and SEC Deregistration

Rhea-AI Summary

Tectonic Financial (Nasdaq:TECTP) announced it intends to redeem all 1,725,000 outstanding shares of its 9.00% Series B preferred stock for cash at $10.00 per share plus any declared and unpaid dividends, representing an aggregate liquidation preference of $17.25 million. The company said the redemption is conditioned on obtaining required funding and that the Redemption Date may be delayed or the Condition waived.

Subject to redemption, Tectonic will file a Form 25 to delist the preferred shares from Nasdaq on or about February 17, 2026, and intends to file a Form 15 on or about February 27, 2026 to suspend SEC reporting, with Form 15 expected to be effective within 90 days (on or about May 28, 2026).

Positive

• Redemption covers all 1,725,000 outstanding Series B preferred shares
• Aggregate liquidation preference of $17.25 million will be retired upon redemption
• Company expects to stop SEC reporting after Form 15 becomes effective (around May 28, 2026) reducing ongoing public filing costs

Negative

• Redemption is conditioned on obtaining funding, creating execution uncertainty before February 17, 2026
• Preferred shares expected to be delisted from Nasdaq with last trading day on or about February 17, 2026
• Filing Form 15 (on or about February 27, 2026) will suspend periodic SEC reports, reducing public disclosure

News Market Reaction

+0.15%

1 alert

+0.15% News Effect

On the day this news was published, TECTP gained 0.15%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Preferred dividend rate: 9.00% Preferred shares outstanding: 1,725,000 shares Liquidation preference: $17.25 million +5 more

8 metrics

Preferred dividend rate 9.00% Series B Non-Cumulative Perpetual Preferred Stock

Preferred shares outstanding 1,725,000 shares Series B Preferred Stock to be redeemed

Liquidation preference $17.25 million Aggregate liquidation preference for Series B Preferred Stock

Redemption price $10.00 per share Cash redemption price for Series B Preferred Stock, plus declared unpaid dividends

Redemption date February 17, 2026 Planned redemption, Nasdaq delisting, and Form 25 timing, subject to funding condition

Form 15 filing date February 27, 2026 Planned filing date to terminate registration of Preferred Stock under Section 12(g)

Form 15 effectiveness window Within 90 days of filing Expected timetable to cease being a public reporting company (around May 28, 2026)

Q3 2025 net income $5.5 million Net income in Q3 2025 10-Q, up from $4.7 million a year ago

Market Reality Check

Price: $9.99 Vol: Volume 15,999 is 1.35x th...

normal vol

$9.99 Last Close

Volume Volume 15,999 is 1.35x the 20-day average of 11,867 ahead of the delisting plan. normal

Technical Shares at $10.21 are trading below the $10.71 200-day moving average and 15.48% below the 52-week high.

Peers on Argus

TECTP slipped 0.58% while regional bank peers were mixed: ASRV up 1.9%, TCBS up ...

TECTP slipped 0.58% while regional bank peers were mixed: ASRV up 1.9%, TCBS up 0.6%, OPHC up 9.15%, and BAFN down 0.5%, pointing to a stock-specific reaction to the preferred stock redemption and delisting.

Market Pulse Summary

This announcement outlines a full redemption of the 9.00% Series B preferred stock at $10.00 per sha...

Analysis

This announcement outlines a full redemption of the 9.00% Series B preferred stock at $10.00 per share, totaling a $17.25 million liquidation preference across 1,725,000 shares, and a subsequent Nasdaq delisting and SEC deregistration. The company expects to file Form 25 around February 17, 2026 and Form 15 around February 27, 2026, with reporting obligations ending within about 90 days. Investors may monitor execution of the funding condition and rely more on bank regulatory filings and audited statements for ongoing insight.

Key Terms

fixed-to-floating rate, non-cumulative, perpetual preferred stock, form 25, +4 more

8 terms

fixed-to-floating rate financial

"9.00% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock"

A fixed-to-floating rate is a type of loan or investment that starts with a fixed interest rate for a certain period, meaning the payments stay the same, then switches to a variable rate that can change over time based on market conditions. This matters because it offers the stability of fixed payments initially, but also the flexibility to benefit if interest rates drop later.

non-cumulative financial

"9.00% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock"

Non-cumulative describes a type of dividend or payment right where any missed distributions are not tracked or owed later; if a company skips a payment, investors do not receive that skipped amount in the future. Think of it like a one-time coupon that expires if not used: it can boost potential income when paid, but offers no catch-up protection, so investors face greater income uncertainty and should price in higher risk or lower yield expectations.

perpetual preferred stock financial

"9.00% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock"

A perpetual preferred stock is a type of share that behaves like a forever-lasting, fixed-income investment: it pays regular dividends and has no set maturity date, yet it represents ownership rather than a loan. It ranks ahead of common stock for dividend payments and in liquidation, so investors treat it as a mix between a bond and an equity stake; its value depends largely on the issuer’s credit and prevailing interest rates.

form 25 regulatory

"intends to file a Form 25 with the SEC to remove its Preferred Stock from listing"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

form 15 regulatory

"intends to file a Form 15 with the SEC on or about February 27, 2026"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

section 12(b) regulatory

"to deregister its stock under Section 12(b) of the Exchange Act"

Section 12(b) of the U.S. Securities Exchange Act requires securities listed on a national stock exchange to be registered with the U.S. Securities and Exchange Commission (SEC) and to follow regular public reporting and disclosure rules. For investors, a 12(b) listing generally means more routine financial updates, regulatory oversight and easier buying and selling—like a storefront that must display its inventory and prices, making it simpler to inspect and trade the product.

section 12(g) regulatory

"to terminate the registration of its Preferred Stock under section 12(g) of the Exchange Act"

Section 12(g) is a rule that requires companies to register with the government and share their financial details when they have a certain number of shareholders or assets. It matters because it makes these companies more transparent, helping investors make informed decisions and keeping the markets fair.

exchange act regulatory

"under the Securities Exchange Act of 1934, as amended (the "Exchange Act")"

A federal law that sets rules for trading securities on public exchanges, requiring companies and market participants to register, disclose regular financial information, and follow standards that promote honest, orderly markets. For investors, it matters because it creates transparency and legal protections—like stopping insider trading and ensuring timely company disclosures—so you can evaluate risks and rely on consistent rules much as players rely on a referee to keep a game fair.

AI-generated analysis. Not financial advice.

DALLAS, TX / ACCESS Newswire / January 15, 2026 / Tectonic Financial, Inc. ("Tectonic Financial" or the "Company") (Nasdaq:TECTP), a diversified banking and financial services holding company, today announced its intention to redeem all of its issued and outstanding 9.00% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock (the "Preferred Stock") and, as a result, to delist its Preferred Stock from The NASDAQ Stock Market LLC. The Company further intends to withdraw the registration of its Preferred Stock with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Redemption of Preferred Stock
There are 1,725,000 shares of Preferred Stock, with an aggregate liquidation preference of $17.25 million, currently outstanding. The Preferred Stock will be redeemed for cash at a redemption price of $10.00 per share plus an amount equal to any declared and unpaid dividends (without regard to any undeclared dividends) to, but excluding, the redemption date, or February 17, 2026 (the "Redemption Price").

The redemption of the Preferred Stock is conditioned upon the Company obtaining the requisite funding to pay the Redemption Price (the "Condition"). In the Company's discretion, the Redemption Date may be delayed until such time as the Condition is satisfied, or the redemption of the Preferred Stock may not occur in the event that the Condition shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. Further, the Condition may be waived in the sole and absolute discretion of the Company.

Upon redemption of the Preferred Stock, no shares of Preferred Stock will remain outstanding and all rights with respect to such Preferred Stock will cease and terminate, except the right to payment of the redemption price.

Broadridge Corporate Issuer Solutions, LLC, the Company's transfer agent, will serve as the redemption agent.

Nasdaq Delisting and SEC Deregistration
In connection with the redemption of the Preferred Stock and subject to the Condition, the Company intends to file a Form 25 with the SEC to remove its Preferred Stock from listing on The NASDAQ Stock Market LLC and to deregister its stock under Section 12(b) of the Exchange Act on or about February 17, 2026. The Company expects the last trading day of its shares of Preferred Stock on The NASDAQ Stock Market LLC will be on or about February 17, 2026.

The Company intends to file a Form 15 with the SEC on or about February 27, 2026 to terminate the registration of its Preferred Stock under section 12(g) of the Exchange Act. The obligation of the Company to file periodic reports with the SEC, including reports on Forms 10-K, 10-Q and 8-K, will be suspended immediately upon filing of the Form 15. Once the Form 15 is effective, which is expected to occur within 90 days of filing, or May 28, 2026, the Company will no longer be a public reporting company, and its obligations to file other reports with the SEC will also be suspended.

The decision of the Company's board of directors to delist and deregister its Preferred Stock was based on numerous factors, including the redemption of the Preferred Stock, as well as the significant cost savings of no longer filing periodic reports with the SEC, and reductions in accounting fees, legal fees and other costs. The Company's financial statements will continue to be audited by an independent accounting firm. T Bank, N.A. will continue to report detailed quarterly financial results to its primary federal regulator, which are publicly available.

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About Tectonic Financial, Inc.
Tectonic Financial, Inc. is a diversified banking and financial services holding company serving high net worth individuals, small businesses, and institutions across the United States. Through its subsidiaries T Bank, N.A., Tectonic Capital Advisors, LLC, Sanders Morris LLC, HWG Insurance Agency LLC, The Nolan Company (a division of T Bank, N.A.), and Integra Funding Solutions (a division of T Bank, N.A.), Tectonic Financial provides commercial banking; trust and fiduciary services; wealth management and investment advisory; retirement plan services (defined contribution and benefit plan design, recordkeeping, and third-party administration); securities brokerage and underwriting; insurance; and factoring. Tectonic Financial currently has over $1 billion in banking assets at T Bank, N.A. and approximately $6 billion in client investment, brokerage, and fiduciary assets. Dedicated to delivering exceptional customer experiences, Tectonic Financial combines high-tech solutions with a personal touch, providing strong returns on equity and assets. The Company's non-cumulative perpetual preferred stock is publicly traded on The NASDAQ Stock Market LLC under the symbol "TECTP." For more information, visit tectonicfinancial.com.

Forward Looking Statements
This press release contains, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding certain of the Company's goals and expectations with respect to future events that are subject to various risks and uncertainties, and statements preceded by, followed by, or that include the words "may," "will," "could," "should," "expect," "plan," "project," "intend," "anticipate," "believe," "estimate," "predict," "potential," "pursuant," "target," "continue," and similar expressions. These forward-looking statements are based upon the current belief and expectations of the Company's management team and are subject to significant risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company's control).

Such risks and uncertainties include, but are not limited to, those discussed in the Company's Form 10-K for the year ended December 31, 2024, Form 10-Q for the quarter ended March 31, 2025, Form 10-Q for the quarter ended June 30, 2025, Form 10-Q for the quarter ended September 30, 2025, and other documents filed by the Company with the Securities and Exchange Commission from time to time.

These forward-looking statements are based on current information and/or management's good faith belief as to future events. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Therefore, the Company can give no assurance that the results contemplated in the forward-looking statements will be realized. Due to these and other possible uncertainties and risks, readers are cautioned not to place undue reliance on the forward-looking statements contained in this press release. The inclusion of this forward-looking information should not be construed as a representation by the Company or any person that the future events, plans or expectations contemplated by the Company will be achieved. The forward-looking statements are made as of the date of this press release. The Company disclaims any duty to revise or update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company for any reason, except as specifically required by law. All forward-looking statements, express or implied, herein are qualified in their entirety by this cautionary statement.

Contact
A. Haag Sherman
Chief Executive Officer, Tectonic Financial, Inc.
713.250.4210

SOURCE: Tectonic Financial, Inc.

View the original press release on ACCESS Newswire

FAQ

What is Tectonic Financial (TECTP) redeeming and for how much?

Tectonic intends to redeem all 1,725,000 Series B preferred shares at $10.00 per share plus any declared and unpaid dividends, totaling a $17.25 million liquidation preference.

When will TECTP’s preferred shares be delisted from Nasdaq?

The company expects to file Form 25 and have the last trading day on or about February 17, 2026.

When will Tectonic (TECTP) suspend SEC reporting and stop filing 10-K/10-Q/8-K?

Tectonic intends to file Form 15 on or about February 27, 2026; the Form 15 is expected to be effective within 90 days, around May 28, 2026, at which point periodic reporting will be suspended.

Is the TECTP redemption guaranteed to occur on February 17, 2026?

No; the redemption is conditioned on the company obtaining requisite funding and may be delayed or not occur if the Condition is not satisfied, though the company may also waive the Condition.

How will the redemption affect Tectonic’s shareholder reporting obligations?

If completed, the redemption and subsequent Form 15 filing will suspend the company's obligation to file periodic SEC reports, reducing public disclosure of SEC filings.