Tectonic Financial, Inc.: M&A transaction — Tectonic Financial files pro forma for Spinco separation; 9M 2025 pro forma net income $9.1M vs $14.2M historical

Tectonic Financial, Inc.

Pro forma balance sheet at Sep 30, 2025: total assets $1.098B, equity $153.5M (historical equity $119.2M).
9M 2025 pro forma net income available to common $7.6M ($1.45 diluted EPS) vs historical $12.7M ($1.85).
FY 2024 pro forma net income includes $27.3M gain on spin-off; diluted EPS $5.96 vs historical $1.67.
Shares outstanding reduced by 1,529,880 to 5,546,556 pro forma due to spin-off distribution.
Company received $35M cash from Spinco promissory note on separation.

item 2.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Tectonic Financial, Inc. completed a disposition involving TA Continuing Shareholders.

Action: disposition
Counterparty: TA Continuing Shareholders

Exact text from the filing

reporting under Item 2.01 the completion of the separation and distribution transactions in accordance with the Separation Agreement and Plan of Distribution (the “Separation Agreement”), dated as of December 19, 2025, by and among the Company, Tectonic Advisors, LLC, a Texas limited liability company (“Spinco”), and certain equity owners (the “TA Continuing Shareholders”) of Cain Watters & Associates, LLC (“Cain Watters”), pursuant to which Spinco was separated from the Company and distributed to the TA Continuing Shareholders (collectively, the “Transaction”)

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Source: SEC EDGAR

accession 0001185185-26-000106

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