{"schema_version":"secwatch.filing_event.v1","accession":"0001185185-26-000106","form_type":"8-K/A","ticker":null,"cik":"0001766526","company_name":"Tectonic Financial, Inc.","filed_at":"2026-01-09T23:59:59+00:00","discovered_at":"2026-05-14T18:02:36.110348+00:00","generated_at":"2026-05-16T11:04:47.593758+00:00","sec_items":["2.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.55,"calibrated_materiality_score":0.55,"confidence":"high","headline":"Tectonic Financial files pro forma for Spinco separation; 9M 2025 pro forma net income $9.1M vs $14.2M historical","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001185185-26-000106","json":"https://secwatch.observer/filing/0001185185-26-000106.json","markdown":"https://secwatch.observer/filing/0001185185-26-000106.md","text":"https://secwatch.observer/filing/0001185185-26-000106.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1766526/000118518526000106/0001185185-26-000106-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1766526/000118518526000106/tectp8ka1010926.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T11:04:47.593758+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":"1dcfa0d21b4ab57f293f16e2b8a1709f9422efd2","claim":"Tectonic Financial, Inc. completed a disposition involving TA Continuing Shareholders.","evidence_excerpt":"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”)","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1766526/000118518526000106/0001185185-26-000106-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001104659-26-057200","ticker":"CUK","company_name":"CARNIVAL PLC","filed_at":"2026-05-07T23:59:59+00:00","headline":"Carnival completes DLC unification and redomiciliation to Bermuda; Carnival plc now a subsidiary","event_type":"other_material","sec_items":["1.02","2.01","3.01","3.02","3.03","5.01","5.03","7.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057200","json":"https://secwatch.observer/filing/0001104659-26-057200.json","markdown":"https://secwatch.observer/filing/0001104659-26-057200.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1125259/000110465926057200/0001104659-26-057200-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/815097/000110465926057200/tm2613680d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1766526/000118518526000106/0001185185-26-000106-index.htm","comparable_excerpt":"On May 7, 2026, Carnival Corporation and Carnival plc completed the unification of their dual listed company structure under a single company, Carnival Corporation Ltd., with Carnival plc as a UK subsidiary of Carnival Corporation Ltd.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1125259/000110465926057200/0001104659-26-057200-index.htm"}},{"accession":"0001104659-26-054975","ticker":null,"company_name":"Fundrise eREIT, LLC","filed_at":"2026-05-04T23:59:59+00:00","headline":"Fundrise eREIT completes merger of seven affiliated REITs; declares May daily distribution","event_type":"other_material","sec_items":["1.01","2.01","5.03","8.01","9.01"],"materiality_score":0.55,"calibrated_materiality_score":0.55,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-054975","json":"https://secwatch.observer/filing/0001104659-26-054975.json","markdown":"https://secwatch.observer/filing/0001104659-26-054975.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2093809/000110465926054975/0001104659-26-054975-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2093809/000110465926054975/tm2613192d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1766526/000118518526000106/0001185185-26-000106-index.htm","comparable_excerpt":"At 11:59 p.m. Eastern time on April 29, 2026 (the \"Effective Time\"), which was the same for all of the Mergers, for each respective Fundrise Merger Entity, (1) such Fundrise Merger Entity merged into Fundrise eREIT, with Fundrise eREIT as the surviving entity of the Merger","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2093809/000110465926054975/0001104659-26-054975-index.htm"}},{"accession":"0001493152-26-018323","ticker":"XWIN","company_name":"XMax Inc.","filed_at":"2026-04-21T23:59:59+00:00","headline":"XMax subsidiary invests $5.45M in fund targeting SpaceX shares; gains >99.9% interest in Preamble X Capital I","event_type":"other_material","sec_items":["1.01","2.01","9.01"],"materiality_score":0.5,"calibrated_materiality_score":0.5,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-018323","json":"https://secwatch.observer/filing/0001493152-26-018323.json","markdown":"https://secwatch.observer/filing/0001493152-26-018323.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1473334/000149315226018323/0001493152-26-018323-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1473334/000149315226018323/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1766526/000118518526000106/0001185185-26-000106-index.htm","comparable_excerpt":"a series of Preamble X Capital LLC, a Delaware Limited Liability Company. Pursuant to the Agreement, the Company made additional subscription\nin an aggregate amount of US$5,450,000 (the “ Subscription Amount ”), which increases the Company’s interest in\nPreamble X Capital I to more than 99.9%. Allocations Fund Administration, LLC is the administrative","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1473334/000149315226018323/0001493152-26-018323-index.htm"}},{"accession":"0001477932-26-002171","ticker":"CCTC","company_name":"LataMed AI Corp.","filed_at":"2026-04-13T23:59:59+00:00","headline":"Catalyst Crew acquires AI healthcare IP and Venezuelan subsidiary from CEO in related-party transactions","event_type":"other_material","sec_items":["1.01","2.01","7.01","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001477932-26-002171","json":"https://secwatch.observer/filing/0001477932-26-002171.json","markdown":"https://secwatch.observer/filing/0001477932-26-002171.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1477960/000147793226002171/0001477932-26-002171-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1477960/000147793226002171/cctc_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1766526/000118518526000106/0001185185-26-000106-index.htm","comparable_excerpt":"On March 23, 2026, the Company completed the acquisition of one hundred percent (100%) of the issued and outstanding shares of Inversiones Long 33, C.A. pursuant to a Share Assignment Agreement with Kevin Rodan Levy.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1477960/000147793226002171/0001477932-26-002171-index.htm"}},{"accession":"0001232582-26-000098","ticker":"AHT","company_name":"ASHFORD HOSPITALITY TRUST INC","filed_at":"2026-04-10T23:59:59+00:00","headline":"Ashford Hospitality Trust sells Embassy Suites Palm Beach Gardens for $40.5M net","event_type":"other_material","sec_items":["2.01","9.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001232582-26-000098","json":"https://secwatch.observer/filing/0001232582-26-000098.json","markdown":"https://secwatch.observer/filing/0001232582-26-000098.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1232582/000123258226000098/0001232582-26-000098-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1232582/000123258226000098/aht-20260407.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1766526/000118518526000106/0001185185-26-000106-index.htm","comparable_excerpt":"On April 7, 2026, Palm Beach Florida Hotel and Office Building Limited Partnership, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Embassy Suites by Hilton Palm Beach Gardens PGA Boulevard located in Palm Beach Gardens, Florida pursuant to an Agreement of Purchase and Sale, dated as of February 25, 2026, by and between Palm Beach Florida Hotel and Office Building Limited Partnership, as seller, and PBG Embassy Partners, LLC, as purchaser, for $41 million in cash, subject to customary pro-rations and adjustments.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1232582/000123258226000098/0001232582-26-000098-index.htm"}},{"accession":"0000893538-26-000055","ticker":"SM","company_name":"SM Energy Co","filed_at":"2026-04-30T23:59:59+00:00","headline":"SM Energy closes $950M South Texas asset sale; redeems $819M in 2026 notes","event_type":"other_material","sec_items":["2.01","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 9.01","same event type: other_material"],"urls":{"canonical":"https://secwatch.observer/filing/0000893538-26-000055","json":"https://secwatch.observer/filing/0000893538-26-000055.json","markdown":"https://secwatch.observer/filing/0000893538-26-000055.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/893538/000089353826000055/0000893538-26-000055-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/893538/000089353826000055/sm-20260430.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1766526/000118518526000106/0001185185-26-000106-index.htm","comparable_excerpt":"is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. \n\n--- EX-99.1 (EX-99.1) ---\n\nNews Release EXHIBIT 99.1 SM ENERGY CLOSES $950 MILLION SOUTH TEXAS DIVESTITURE; ANNOUNCES REDEMPTION OF ALL OUTSTANDING 2026 SENIOR NOTES Demonstrates strong momentum toward $1.0 billion-plus asset sale target and advances 2026","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/893538/000089353826000055/0000893538-26-000055-index.htm"}},{"accession":"0001683168-26-003231","ticker":"FCUV","company_name":"FOCUS UNIVERSAL INC.","filed_at":"2026-04-27T23:59:59+00:00","headline":"Focus Universal acquires Class A office building in Monterey Park for $17.7M","event_type":"other_material","sec_items":["1.01","2.01","2.03","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 9.01","same event type: other_material"],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-003231","json":"https://secwatch.observer/filing/0001683168-26-003231.json","markdown":"https://secwatch.observer/filing/0001683168-26-003231.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1590418/000168316826003231/0001683168-26-003231-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1590418/000168316826003231/focus_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1766526/000118518526000106/0001185185-26-000106-index.htm","comparable_excerpt":"”). The\nSeller does not have a material relationship with the Company, and the acquisition was not an affiliated transaction. The aggregate purchase price of the Property was\n$17,700,000, exclusive of closing costs (the “ Purchase Price ”). The Company made an initial down payment of $525,000\non January 26, 2026. On April 17, 2026, the Company funded the Purchase","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1590418/000168316826003231/0001683168-26-003231-index.htm"}},{"accession":"0001193125-26-173959","ticker":"GIPR","company_name":"GENERATION INCOME PROPERTIES, INC.","filed_at":"2026-04-23T23:59:59+00:00","headline":"Generation Income Properties sells Dollar Tree property in Georgia for $1.46M, netting $639K","event_type":"other_material","sec_items":["2.01","9.01"],"materiality_score":0.35,"calibrated_materiality_score":0.35,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 9.01","same event type: other_material"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-173959","json":"https://secwatch.observer/filing/0001193125-26-173959.json","markdown":"https://secwatch.observer/filing/0001193125-26-173959.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1651721/000119312526173959/0001193125-26-173959-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1651721/000119312526173959/gipr-20260417.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1766526/000118518526000106/0001185185-26-000106-index.htm","comparable_excerpt":"GIPGA 2383 Lake Harbin Road, LLC, an indirect wholly owned subsidiary of Generation Income Properties, Inc. (the “Company”), completed the sale of its Dollar Tree-occupied net lease retail property located at 2383 Lake Harbin Road in Morrow, Georgia (the “Property”), pursuant to a Purchase and Sale Agreement (as amended, the “Morrow Purchase and Sale Agreement”), entered into effective as of March 23, 2026, by and between GIPGA 2383 Lake Harbin Road, LLC, as seller, and Vanguard Asset Holdings, LLC, Series 102, as purchaser, as amended on April 2, 2026 (the “First Amendment”). The Property was sold for a purchase price of $1,458,000, subject to customary prorations and adjustments, resulting in net proceeds to the Company of $639,152.49.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1651721/000119312526173959/0001193125-26-173959-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}