• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
PublishGo to App
    Quantisnow Logo

    © 2026 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlertsPublish with Us
    Company
    AboutQuantisnow PlusContactJobsAI superconnector for talent & startupsNEWLLM Arena
    Legal
    Terms of usePrivacy policyCookie policy

    Amendment: SEC Form SCHEDULE 13D/A filed by Tectonic Financial, Inc.

    1/8/26 6:01:30 AM ET
    $TECTP
    Major Banks
    Finance
    Get the next $TECTP alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 2)


    Tectonic Financial, Inc.

    (Name of Issuer)


    Common Stock, par value $0.01 per share

    (Title of Class of Securities)


    87877Q109

    (CUSIP Number)


    A. Haag Sherman
    Chief Executive Officer, 16200 Dallas Parkway, Suite 190
    Dallas, TX, 75248
    (972) 720-9000

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    01/05/2026

    (Date of Event Which Requires Filing of This Statement)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






    SCHEDULE 13D

    CUSIP No.
    87877Q109


    1 Name of reporting person

    A. Haag Sherman
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    PF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    2,101,000.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    2,101,000.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    2,101,000.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    39.78 %
    14Type of Reporting Person (See Instructions)

    IN, PN, OO

    Comment for Type of Reporting Person:
    * Mr. Sherman is the sole trustee of, and has voting power over the shares held by, The Sherman 2018 Irrevocable Trust and is the Chief Executive Officer of the general partner of, and has voting power over the shares held by, Sherman Tectonic FLP LP. 1 Based on 5,280,986 shares of common stock of Tectonic Financial, Inc. issued and outstanding as of January 5, 2026.


    SCHEDULE 13D

    CUSIP No.
    87877Q109


    1 Name of reporting person

    Sherman Tectonic FLP LP
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    PF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    TEXAS
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    370,000.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    370,000.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    370,000.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    7.01 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    87877Q109


    1 Name of reporting person

    The Sherman 2018 Irrevocable Trust
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    PF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    TEXAS
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    1,719,000.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    1,719,000.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    1,719,000.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    32.55 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    87877Q109


    1 Name of reporting person

    George L. Ball
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    PF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    208,457.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    208,457.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    208,457.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    3.95 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    CUSIP No.
    87877Q109


    1 Name of reporting person

    Darrell W. Cain
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    PF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    213,100.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    213,100.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    213,100.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    4.04 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    CUSIP No.
    87877Q109


    1 Name of reporting person

    Michelle Baird
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    PF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    67,740.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    67,740.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    67,740.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    1.27 %
    14Type of Reporting Person (See Instructions)

    IN

    Comment for Type of Reporting Person:
    * Includes options covering 25,000 shares of our common stock, all of which are vested.


    SCHEDULE 13D

    CUSIP No.
    87877Q109


    1 Name of reporting person

    The Bolt Family Irrevocable Trust
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    PF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    TEXAS
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    349,417.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    349,417.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    349,417.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    6.62 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    87877Q109


    1 Name of reporting person

    IF Holdings, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    PF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    TEXAS
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    123,030.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    123,030.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    123,030.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    2.33 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Common Stock, par value $0.01 per share
    (b)Name of Issuer:

    Tectonic Financial, Inc.
    (c)Address of Issuer's Principal Executive Offices:

    Chief Executive Officer, 16200 Dallas Parkway, Suite 190, Dallas, TEXAS , 75248.
    Item 1 Comment:
    This Amendment No. 2 on Schedule 13D (the "Second Amendment") filed on behalf of the Reporting Persons (as defined below) relates to the common stock, par value $0.01 per share (the "Common Stock"), of Tectonic Financial, Inc., a Texas corporation and registered financial holding company (the "Issuer"). This Second Amendment amends and supplements the original Schedule 13D, which was filed with the Securities and Exchange Commission (the "SEC") on February 14, 2020 (the "Original Schedule 13D"), as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on February 15, 2022 (the "First Amendment"). The principal executive offices of the Issuer are located at 16200 Dallas Parkway, Suite 190, Dallas, Texas 75248. The Common Stock is not listed on any market or exchange, and it is not registered with the SEC. The Common Stock is entitled to one vote per share. Each Item below amends and supplements the information disclosed under the corresponding Item of the Original Schedule 13D, as amended by the First Amendment, as described below. Except as specifically provided herein, this Second Amendment does not modify any of the information previously reported in the Original Schedule 13D, as amended by the First Amendment. Unless otherwise indicated, all capitalized terms used, but not defined, herein shall have the same meanings as set forth in the Original Schedule 13D. Information given in response to each Item shall be deemed incorporated by reference in all other Items, as applicable. All beneficial ownership and voting percentage calculations in this Second Amendment with respect to the Common Stock are based on 5,280,986 shares of Common Stock outstanding as of January 6, 2026, with the exception of Mrs. Baird's whose is based on 5,305,986 shares of Common Stock and includes options covering an aggregate of 25,000 shares of Common Stock, which have vested and are exercisable within the next 60 days. All beneficial ownership calculations contained in this Second Amendment have been made in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended.
    Item 2.Identity and Background
    (a)
    Paragraphs (a), (b) and (c) of Item 2 of the Original Schedule 13D, as amended by the First Amendment, is hereby amended and supplemented by adding the following: (a) This Second Amendment is being filed by or on behalf of A. Haag Sherman, Sherman Tectonic FLP LP (the "Sherman LP"), The Sherman 2018 Irrevocable Trust (the "Sherman Trust"), George L. Ball, Darrell W. Cain, Michelle Baird, The Bolt Family Irrevocable Trust (the "Bolt Trust") and IF Holdings, LLC ("IF Holdings") (each a "Reporting Person" and, collectively, the "Reporting Persons"). The Reporting Persons comprise a group (the "Group") within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as defined and described in Item 6. The Reporting Persons are jointly filing this Second Amendment pursuant to that certain Amended Joint Filing Agreement, dated as of February 14, 2022, as described in more detail in Item 6 below. Each of the following persons (who were previously identified in the Original Schedule 13D and the First Amendment) is no longer a member of the reporting group and is no longer a reporting person for purposes of Section 13(d) of the Exchange Act: Steven B. "Brad" Clapp, Thomas R. Sanders, Daniel C. Wicker, Steven L. Cain, Judson S. Crawford, Brian R. Bortz, Timothy B. Greaves, Toni D. Lee, Don A. Sanders Children's Trust dtd 2003, Don Weir, Julie Ellen Weir, Christopher K. Pittman, Ben T. Morris, Erick G. R. Kuebler, Wendi M. Kuebler, Charles Loretto, Hunter Satterfield, and Patrick Howard (collectively, the "Withdrawn Reporting Persons" and together with the Reporting Persons, the "Former Group"). (b) The address of each of the Reporting Persons is c/o 16200 Dallas Parkway, Suite 190, Dallas, Texas 75248. (c) Set forth in Annex A attached hereto and incorporated herein by reference is a list of the persons required to be identified in respect of the Reporting Persons pursuant to General Instruction C to Schedule 13D (collectively, the "Covered Persons"), and the business address and, in the case of Covered Persons who are not Reporting Persons, the present principal occupation, of each of the Covered Persons. The principal business or occupation of each of the Reporting Persons is as follows: Reporting Person A. Haag Sherman Principal Business/Occupation Chief Executive Officer of the Issuer Reporting Person Sherman LP Principal Business/Occupation To invest the assets of Sherman LP for the benefit of its beneficiaries Reporting Person Sherman Trust Principal Business/Occupation To invest the assets of the Sherman Trust for the benefit of its beneficiaries Reporting Person George L. Ball Principal Business/Occupation Retired; former Executive Co-Chairman of Issuer Reporting Person Darrell W. Cain Principal Business/Occupation Former Partner of Cain, Watters & Associates, LLC ("Cain Watters") Reporting Person Michelle Baird Principal Business/Occupation Chief Financial Officer of the Issuer Reporting Person Bolt Trust Principal Business/Occupation To invest the assets of the Bolt Trust for the benefit of its beneficiaries Reporting Person IF Holdings Principal Business/Occupation To manage and invest the assets of IF Holdings for the benefit of its members
    (b)
    Paragraphs (a), (b) and (c) of Item 2 of the Original Schedule 13D, as amended by the First Amendment, is hereby amended and supplemented by adding the following: (a) This Second Amendment is being filed by or on behalf of A. Haag Sherman, Sherman Tectonic FLP LP (the "Sherman LP"), The Sherman 2018 Irrevocable Trust (the "Sherman Trust"), George L. Ball, Darrell W. Cain, Michelle Baird, The Bolt Family Irrevocable Trust (the "Bolt Trust") and IF Holdings, LLC ("IF Holdings") (each a "Reporting Person" and, collectively, the "Reporting Persons"). The Reporting Persons comprise a group (the "Group") within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as defined and described in Item 6. The Reporting Persons are jointly filing this Second Amendment pursuant to that certain Amended Joint Filing Agreement, dated as of February 14, 2022, as described in more detail in Item 6 below. Each of the following persons (who were previously identified in the Original Schedule 13D and the First Amendment) is no longer a member of the reporting group and is no longer a reporting person for purposes of Section 13(d) of the Exchange Act: Steven B. "Brad" Clapp, Thomas R. Sanders, Daniel C. Wicker, Steven L. Cain, Judson S. Crawford, Brian R. Bortz, Timothy B. Greaves, Toni D. Lee, Don A. Sanders Children's Trust dtd 2003, Don Weir, Julie Ellen Weir, Christopher K. Pittman, Ben T. Morris, Erick G. R. Kuebler, Wendi M. Kuebler, Charles Loretto, Hunter Satterfield, and Patrick Howard (collectively, the "Withdrawn Reporting Persons" and together with the Reporting Persons, the "Former Group"). (b) The address of each of the Reporting Persons is c/o 16200 Dallas Parkway, Suite 190, Dallas, Texas 75248. (c) Set forth in Annex A attached hereto and incorporated herein by reference is a list of the persons required to be identified in respect of the Reporting Persons pursuant to General Instruction C to Schedule 13D (collectively, the "Covered Persons"), and the business address and, in the case of Covered Persons who are not Reporting Persons, the present principal occupation, of each of the Covered Persons. The principal business or occupation of each of the Reporting Persons is as follows: Reporting Person A. Haag Sherman Principal Business/Occupation Chief Executive Officer of the Issuer Reporting Person Sherman LP Principal Business/Occupation To invest the assets of Sherman LP for the benefit of its beneficiaries Reporting Person Sherman Trust Principal Business/Occupation To invest the assets of the Sherman Trust for the benefit of its beneficiaries Reporting Person George L. Ball Principal Business/Occupation Retired; former Executive Co-Chairman of Issuer Reporting Person Darrell W. Cain Principal Business/Occupation Former Partner of Cain, Watters & Associates, LLC ("Cain Watters") Reporting Person Michelle Baird Principal Business/Occupation Chief Financial Officer of the Issuer Reporting Person Bolt Trust Principal Business/Occupation To invest the assets of the Bolt Trust for the benefit of its beneficiaries Reporting Person IF Holdings Principal Business/Occupation To manage and invest the assets of IF Holdings for the benefit of its members
    (c)
    Paragraphs (a), (b) and (c) of Item 2 of the Original Schedule 13D, as amended by the First Amendment, is hereby amended and supplemented by adding the following: (a) This Second Amendment is being filed by or on behalf of A. Haag Sherman, Sherman Tectonic FLP LP (the "Sherman LP"), The Sherman 2018 Irrevocable Trust (the "Sherman Trust"), George L. Ball, Darrell W. Cain, Michelle Baird, The Bolt Family Irrevocable Trust (the "Bolt Trust") and IF Holdings, LLC ("IF Holdings") (each a "Reporting Person" and, collectively, the "Reporting Persons"). The Reporting Persons comprise a group (the "Group") within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as defined and described in Item 6. The Reporting Persons are jointly filing this Second Amendment pursuant to that certain Amended Joint Filing Agreement, dated as of February 14, 2022, as described in more detail in Item 6 below. Each of the following persons (who were previously identified in the Original Schedule 13D and the First Amendment) is no longer a member of the reporting group and is no longer a reporting person for purposes of Section 13(d) of the Exchange Act: Steven B. "Brad" Clapp, Thomas R. Sanders, Daniel C. Wicker, Steven L. Cain, Judson S. Crawford, Brian R. Bortz, Timothy B. Greaves, Toni D. Lee, Don A. Sanders Children's Trust dtd 2003, Don Weir, Julie Ellen Weir, Christopher K. Pittman, Ben T. Morris, Erick G. R. Kuebler, Wendi M. Kuebler, Charles Loretto, Hunter Satterfield, and Patrick Howard (collectively, the "Withdrawn Reporting Persons" and together with the Reporting Persons, the "Former Group"). (b) The address of each of the Reporting Persons is c/o 16200 Dallas Parkway, Suite 190, Dallas, Texas 75248. (c) Set forth in Annex A attached hereto and incorporated herein by reference is a list of the persons required to be identified in respect of the Reporting Persons pursuant to General Instruction C to Schedule 13D (collectively, the "Covered Persons"), and the business address and, in the case of Covered Persons who are not Reporting Persons, the present principal occupation, of each of the Covered Persons. The principal business or occupation of each of the Reporting Persons is as follows: Reporting Person A. Haag Sherman Principal Business/Occupation Chief Executive Officer of the Issuer Reporting Person Sherman LP Principal Business/Occupation To invest the assets of Sherman LP for the benefit of its beneficiaries Reporting Person Sherman Trust Principal Business/Occupation To invest the assets of the Sherman Trust for the benefit of its beneficiaries Reporting Person George L. Ball Principal Business/Occupation Retired; former Executive Co-Chairman of Issuer Reporting Person Darrell W. Cain Principal Business/Occupation Former Partner of Cain, Watters & Associates, LLC ("Cain Watters") Reporting Person Michelle Baird Principal Business/Occupation Chief Financial Officer of the Issuer Reporting Person Bolt Trust Principal Business/Occupation To invest the assets of the Bolt Trust for the benefit of its beneficiaries Reporting Person IF Holdings Principal Business/Occupation To manage and invest the assets of IF Holdings for the benefit of its members
    Item 3.Source and Amount of Funds or Other Consideration
     
    Item 3 is of the Original Schedule 13D, as amended by the First Amendment, is hereby amended and supplemented by adding the following: Since we last reported the holdings of Common Stock by the Former Group on the First Amendment, (x) the Issuer has completed the Separation and Distribution (defined below in Item 4), (y) the Withdrawn Reporting Persons communicated to the Issuer that they wished to withdraw from the Former Group, and (z) previously awarded equity grants to Mrs. Baird vested, and she was awarded 5,000 restricted shares of Common Stock on January 5, 2026 that vested immediately. The information set forth in Item 4 of this Second Amendment is incorporated herein by reference.
    Item 4.Purpose of Transaction
     
    Item 4 is of the Original Schedule 13D, as amended by the First Amendment, is hereby amended and supplemented by adding the following: We are filing this Second Amendment to report that Withdrawn Reporting Persons have left the Former Group and to update the holdings of certain other Reporting Persons as a result of the Separation and Distribution (defined below) and certain equity grants. On January 5, 2026, the Issuer consummated the previously announced 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 Issuer, Tectonic Advisors, LLC, a Texas limited liability company and wholly-owned subsidiary of the Issuer ("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. Pursuant to the Separation Agreement, the Issuer separated the business, operations, assets, and liabilities of Spinco from the Issuer's organizational structure (the "Separation") and distributed 100% of the outstanding membership interests of Spinco to the TA Continuing Shareholders (the "Distribution"). In connection with the Distribution, the Issuer received (i) 1,529,880 shares of Common Stock, representing approximately 22.31% of the fully diluted issued and outstanding shares of Common Stock as of the date of Distribution, and (ii) a promissory note issued by Spinco and payable to the Issuer in the amount of $35 million. Immediately following the Distribution, Spinco refinanced and paid the promissory note in full and the Issuer received $35 million in cash proceeds. The foregoing description of the transactions contemplated by the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, attached as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on December 19, 2025, and incorporated by reference herein. The Issuer continues to qualify as a "controlled company" under applicable Nasdaq Marketplace Rules. Under such rules, Nasdaq-listed issuers that qualify as controlled companies may avail themselves of certain corporate governance exemptions involving board and committee independent director requirements. Except for the previously filed Amended and Restated Right of First Refusal, the Reporting Persons do not have any arrangement, relationship, understanding or agreement among them for the purpose of holding or disposing of any of such Common Stock. Other than in connection with the contracts, arrangements, understandings or relationships with respect to securities of the Issuer described in Item 6 below, there are no other plans or proposals that would result in the acquisition of additional securities or disposition of additional securities of the Issuer. Except as described above in this Item 4, the Reporting Persons do not have, as of the date hereof, any other plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. Each of the Reporting Persons reserves the right, however, to formulate such plans or proposals, and to take such action with respect to any or all of such matters and any other matters as they may determine in their sole discretion.
    Item 5.Interest in Securities of the Issuer
    (a)
    Paragraphs (a) and (b) of Item 5 of the Original Schedule 13D, as amended by the First Amendment, are hereby amended and supplemented by adding the following: (a), (b) The Reporting Persons may be deemed to beneficially own an aggregate of 3,062,744 shares of Common Stock, or 58.0% of the outstanding shares of Common Stock. This amount includes shares beneficially owned as of the date hereof by each Reporting Person as set forth below. (i) 2,101,000 shares, or 39.78% of the outstanding shares of Common Stock, by A. Haag Sherman, for which he has sole voting and dispositive power, including 1,719,000 shares of Common Stock as trustee of the Sherman Trust, 370,000 shares of Common Stock as the chief executive officer of the general partner of the Sherman LP and 12,000 shares of Common Stock held in an individual retirement account ("IRA") for his benefit; (ii) 208,457 shares, or 3.95% of the outstanding shares of Common Stock, by George L. Ball, for which he has sole voting and dispositive power; (iii) 213,100 shares, or 4.04% of the outstanding shares of Common Stock, by Darrell W. Cain, for which he has sole voting and dispositive power, including 10,000 shares of Common Stock held in an IRA for his benefit; (iv) 67,740 shares, or 1.27% of the outstanding shares of Common Stock, by Michelle Baird, for which she has sole voting and dispositive power, including stock options covering 25,000 shares of Common Stock; (v) 349,417 shares, or 6.62% of the outstanding shares of Common Stock, by the Bolt Trust, for which it has sole voting and dispositive power; and (vi) 123,030 shares, or 2.33% of the outstanding shares of Common Stock, by IF Holdings, for which it has sole voting and dispositive power. Except as described in this Second Amendment, no shares of Common Stock are beneficially owned by the Covered Persons in their individual capacity.
    (b)
    Paragraphs (a) and (b) of Item 5 of the Original Schedule 13D, as amended by the First Amendment, are hereby amended and supplemented by adding the following: (a), (b) The Reporting Persons may be deemed to beneficially own an aggregate of 3,062,744 shares of Common Stock, or 58.0% of the outstanding shares of Common Stock. This amount includes shares beneficially owned as of the date hereof by each Reporting Person as set forth below. (i) 2,101,000 shares, or 39.78% of the outstanding shares of Common Stock, by A. Haag Sherman, for which he has sole voting and dispositive power, including 1,719,000 shares of Common Stock as trustee of the Sherman Trust, 370,000 shares of Common Stock as the chief executive officer of the general partner of the Sherman LP and 12,000 shares of Common Stock held in an individual retirement account ("IRA") for his benefit; (ii) 208,457 shares, or 3.95% of the outstanding shares of Common Stock, by George L. Ball, for which he has sole voting and dispositive power; (iii) 213,100 shares, or 4.04% of the outstanding shares of Common Stock, by Darrell W. Cain, for which he has sole voting and dispositive power, including 10,000 shares of Common Stock held in an IRA for his benefit; (iv) 67,740 shares, or 1.27% of the outstanding shares of Common Stock, by Michelle Baird, for which she has sole voting and dispositive power, including stock options covering 25,000 shares of Common Stock; (v) 349,417 shares, or 6.62% of the outstanding shares of Common Stock, by the Bolt Trust, for which it has sole voting and dispositive power; and (vi) 123,030 shares, or 2.33% of the outstanding shares of Common Stock, by IF Holdings, for which it has sole voting and dispositive power. Except as described in this Second Amendment, no shares of Common Stock are beneficially owned by the Covered Persons in their individual capacity.
    Item 7.Material to be Filed as Exhibits.
     
    Exhibit No. 2.1 Description Separation and Distribution Agreement dated December 19, 2025 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on December 19, 2025) Exhibit No. 24.1 Description Power of Attorney, dated February 7, 2020, appointing A. Haag Sherman, Patrick Howard and Ken Bramlage as Attorneys-in-Fact for the Reporting Persons (incorporated by reference to Exhibit 24.1 of the Schedule 13D filed by the Issuer on February 14, 2020) Exhibit No. 24.2 Description Power of Attorney, dated February 1, 2022, appointing A. Haag Sherman, Patrick Howard and Ken Bramlage as Attorneys-in-Fact for the New Reporting Persons (incorporated by reference to Exhibit 24.2 of Amendment No. 1 to Schedule 13D filed by the Issuer on February 15, 2022) Exhibit No. 99.1 Description Amended and Restated Right of First Refusal, dated February 14, 2022, by and among the Company and the Reporting Persons (incorporated by reference to Exhibit 99.1 of Amendment No. 1 to Schedule 13D filed by the Issuer on February 15, 2022) Exhibit No. 99.2 Description Joint Filing Agreement, dated February 7, 2020, by and among the Reporting Persons (incorporated by reference to Exhibit No. 99.2 of the Schedule 13D filed by the Issuer on February 14, 2020) Exhibit No. 99.3 Description Amended Joint Filing Agreement, dated February 14, 2022 (incorporated by reference to Exhibit 99.3 of Amendment No. 1 to Schedule 13D filed by the Issuer on February 15, 2022)

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    A. Haag Sherman
     
    Signature:/s/ A. Haag Sherman
    Name/Title:A. Haag Sherman
    Date:01/07/2026
     
    Sherman Tectonic FLP LP
     
    Signature:/s/ A. Haag Sherman
    Name/Title:A. Haag Sherman/CEO of the general partner of Sherman Tectonic FLP LP
    Date:01/07/2026
     
    Signature:/s/ By A. Haag Sherman as Attorney-in-Fact for George L. Ball
    Name/Title:Darrell W. Cain
    Date:01/07/2026
     
    Signature:/s/ Michelle Baird
    Name/Title:Michelle Baird
    Date:01/07/2026
     
    The Sherman 2018 Irrevocable Trust
     
    Signature:/s/ A. Haag Sherman
    Name/Title:A. Haag Sherman/ Trustee
    Date:01/07/2026
     
    George L. Ball
     
    Signature:/s/ By A. Haag Sherman as Attorney-in-Fact for George L. Ball
    Name/Title:George L. Ball
    Date:01/07/2026
     
    Darrell W. Cain
     
    Signature:/s/ By A. Haag Sherman as Attorney-in-Fact for Darrell W. Cain
    Name/Title:Darrell W. Cain
    Date:01/07/2026
     
    Michelle Baird
     
    Signature:/s/ Michelle Baird
    Name/Title:Michelle Baird
    Date:01/07/2026
     
    The Bolt Family Irrevocable Trust
     
    Signature:/s/ By A. Haag Sherman as Attorney-in-Fact for Tracy A. Bolt
    Name/Title:Tracy A. Bolt/Trustee
    Date:01/07/2026
     
    IF Holdings, LLC
     
    Signature:/s/ By A. Haag Sherman as Attorney-in-Fact for Randall W. Woods
    Name/Title:Randall W. Woods/Manager
    Date:01/07/2026
    Get the next $TECTP alert in real time by email

    Crush Q1 2026 with the Best AI Superconnector

    Stay ahead of the competition with Standout.work - your AI-powered talent-to-startup matching platform.

    AI-Powered Inbox
    Context-aware email replies
    Strategic Decision Support
    Get Started with Standout.work

    Recent Analyst Ratings for
    $TECTP

    DatePrice TargetRatingAnalyst
    More analyst ratings

    $TECTP
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    View All

    Chief Executive Officer Sherman A Haag sold $114,000 worth of shares (20,000 units at $5.70) (SEC Form 4)

    4 - Tectonic Financial, Inc. (0001766526) (Issuer)

    1/7/26 9:01:29 PM ET
    $TECTP
    Major Banks
    Finance

    Director Sanders Thomas R sold $4,065,414 worth of shares (172,480 units at $23.57), decreasing direct ownership by 80% to 42,620 units (SEC Form 4)

    4 - Tectonic Financial, Inc. (0001766526) (Issuer)

    1/7/26 8:23:54 PM ET
    $TECTP
    Major Banks
    Finance

    Director Clapp Steven B sold $4,065,414 worth of shares (172,480 units at $23.57), decreasing direct ownership by 84% to 32,620 units (SEC Form 4)

    4 - Tectonic Financial, Inc. (0001766526) (Issuer)

    1/7/26 8:15:32 PM ET
    $TECTP
    Major Banks
    Finance

    $TECTP
    Insider Purchases

    Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

    View All

    Cain Darrell bought $10,100 worth of Series B Non-Cumulative Perpetual Preferred Stock (1,000 units at $10.10), increasing direct ownership by 17% to 7,000 units (SEC Form 4)

    4 - Tectonic Financial, Inc. (0001766526) (Issuer)

    11/20/23 5:14:43 PM ET
    $TECTP
    Major Banks
    Finance

    $TECTP
    SEC Filings

    View All

    Tectonic Financial, Inc. filed SEC Form 8-K: Other Events

    8-K - Tectonic Financial, Inc. (0001766526) (Filer)

    1/27/26 4:55:34 PM ET
    $TECTP
    Major Banks
    Finance

    Tectonic Financial, Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

    8-K - Tectonic Financial, Inc. (0001766526) (Filer)

    1/15/26 5:14:23 PM ET
    $TECTP
    Major Banks
    Finance

    Amendment: Tectonic Financial, Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

    8-K/A - Tectonic Financial, Inc. (0001766526) (Filer)

    1/9/26 5:26:22 PM ET
    $TECTP
    Major Banks
    Finance

    $TECTP
    Press Releases

    Fastest customizable press release news feed in the world

    View All

    Tectonic Financial Appoints David Clifford as Chief Operating Officer

    HOUSTON, Dec. 19, 2023 /PRNewswire/ -- Tectonic Financial, Inc. ("Tectonic Financial" or the "Company") (NASDAQ:TECTP), a technology-focused financial services company, today announced the appointment of David Clifford as its Chief Operating Officer. Mr. Clifford joined the Company in 2018 as its Chief Strategy Officer, where he helped develop a comprehensive integrated financial services strategy and led improvements through advanced analytics, processes, and systems. Prior to joining the Company, Mr. Clifford served in a similar capacity at Salient Partners, LP, where he developed marketing initiatives for alternative investment programs that helped fuel Salient's growth to over $17 billi

    12/19/23 12:41:00 PM ET
    $TECTP
    Major Banks
    Finance

    T Bank to Elevate Digital Experience Across All Departments and Product Lines with IMM eSign

    eSignature platform enables faster processing, boosts overall customer experience IMM, the only eSignature provider that specializes in digital transaction solutions exclusively for financial institutions, announced that Dallas-based T Bank will be deploying IMM eSign for Banks across all departments for easier and faster document processing, while providing customers with a more convenient and universal eSigning experience. T Bank is a nationally-chartered community bank with more than $532 million in assets and operates under Tectonic Financial, Inc. (NASDAQ:TECTP), a technology-focused financial holding company with approximately $3.7 billion in client assets under management. "Our goa

    8/4/21 7:45:00 AM ET
    $TECTP
    Major Banks
    Finance

    Tectonic Financial Has Acquired Integra Funding Solutions

    DALLAS, July 1, 2021 /PRNewswire/ -- Tectonic Financial, Inc. (NASDAQ:TECTP), a technology-focused financial holding company, today announced the closing of the acquisition of Integra Funding Solutions, LLC ("Integra"), a factoring company providing financing to transportation companies across the United States, in a cash and common stock transaction. With sophisticated underwriting and systems, as well as superior customer service, Integra has grown rapidly while maintaining credit losses below industry norms. Integra's technology platform, quick response time and highly regarded client experience have been key to its growth. As a part of the transaction, Tracy A. Bolt, Co-Founder and Manag

    7/1/21 12:57:00 PM ET
    $TECTP
    Major Banks
    Finance

    $TECTP
    Leadership Updates

    Live Leadership Updates

    View All

    Tectonic Financial Appoints David Clifford as Chief Operating Officer

    HOUSTON, Dec. 19, 2023 /PRNewswire/ -- Tectonic Financial, Inc. ("Tectonic Financial" or the "Company") (NASDAQ:TECTP), a technology-focused financial services company, today announced the appointment of David Clifford as its Chief Operating Officer. Mr. Clifford joined the Company in 2018 as its Chief Strategy Officer, where he helped develop a comprehensive integrated financial services strategy and led improvements through advanced analytics, processes, and systems. Prior to joining the Company, Mr. Clifford served in a similar capacity at Salient Partners, LP, where he developed marketing initiatives for alternative investment programs that helped fuel Salient's growth to over $17 billi

    12/19/23 12:41:00 PM ET
    $TECTP
    Major Banks
    Finance