{"schema_version":"secwatch.filing_event.v1","accession":"0001185185-25-002146","form_type":"8-K","ticker":null,"cik":"0001766526","company_name":"Tectonic Financial, Inc.","filed_at":"2025-12-19T23:59:59+00:00","discovered_at":"2026-05-14T18:02:40.366476+00:00","generated_at":"2026-05-16T12:36:59.233771+00:00","sec_items":["1.01","5.02","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Tectonic Financial to spin off Tectonic Advisors; exchange for 1.53M shares and $35M note","bullets":["Spinco (Tectonic Advisors) distributed to TA Continuing Shareholders for 1.53M common shares (22.25% of diluted shares) and a $35M promissory note guaranteed by Cain Watters.","Spinco to refinance note post-distribution; parent to use proceeds for debt repayment, preferred stock redemption ($17.25M) or share repurchases.","Directors Steven B. Clapp and Thomas Sanders to resign effective upon closing; they abstained from board approval.","Company established new registered investment adviser subsidiary Tectonic Capital Advisors, LLC to provide portfolio management."],"urls":{"canonical":"https://secwatch.observer/filing/0001185185-25-002146","json":"https://secwatch.observer/filing/0001185185-25-002146.json","markdown":"https://secwatch.observer/filing/0001185185-25-002146.md","text":"https://secwatch.observer/filing/0001185185-25-002146.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1766526/000118518525002146/0001185185-25-002146-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1766526/000118518525002146/tectp8k121825.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T12:36:59.233771+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"a3a610528d64320d2dfc797c798f0ea085602ad1","claim":"Tectonic Financial, Inc. entered into Separation Agreement and Plan of Distribution with Tectonic Advisors, LLC, certain equity owners of Cain Watters & Associates, LLC, and Cain Watters & Associates, LLC (effective 2025-12-19).","evidence_excerpt":"On December 19, 2025, Tectonic Financial, Inc. (the “Company”) entered into a Separation Agreement and Plan of Distribution (the “Separation Agreement”) with Tectonic Advisors, LLC, a Texas limited liability company and wholly owned subsidiary of the Company (“Spinco”), and certain equity owners (the “TA Continuing Shareholders”) of Cain Watters & Associates, LLC (“Cain Watters”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1766526/000118518525002146/0001185185-25-002146-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"Tectonic Advisors, LLC, certain equity owners of Cain Watters & Associates, LLC, and Cain Watters & Associates, LLC"},{"label":"Effective","value":"2025-12-19"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}