Approved by the Board of Directors April 24, 2019


A financial institution’s activities are affected by laws and regulations, as well as its responsibilities to its shareholders, customers, employees and the community in which it serves. This Code of Business Conduct and Ethics (the “Code”) sets forth guidelines for providing that the conduct of the individuals covered by such Code is consistent with the institution’s corporate responsibilities. This Code is only one aspect of our commitment to honesty and integrity, but it sets out the basic standards of ethics and conduct to which all of our directors, officers and employees are held while acting on behalf of Tectonic Financial, Inc. and its subsidiaries (collectively, the “Company”). These standards are designed to deter wrongdoing and to promote honest and ethical conduct, but will not cover all situations. If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with the Code.


This Code applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions pursuant to Item 406 of Regulation S-K, as well as all directors and staff members (collectively, the “Covered Persons”) pursuant to the listing standards of NASDAQ Marketplace Rule 5610. If you have any doubts whatsoever as to the propriety of a particular situation, you should submit it in writing to our Compliance Officer, who will review the situation and take appropriate action in keeping with this Code, our other corporate policies and the applicable law. If your concern relates to the Compliance Officer, you should bring the matter to the attention of the Chairman of the Audit Committee of the Company. The contact information for each of those individuals is included at the end of this policy.

Responsibility and Administration

It shall be the responsibility of the Board of Directors of the Company (the “Board”) to monitor adherence to this Code. At its discretion, the Board may adopt such procedures it considers necessary to implement this Code.

Each Covered Person is expected to read and become familiar with the ethical standards described in this Code. Covered Persons are to provide initial written acknowledgement of this Code and certify compliance with this Code on an annual basis.

Honest and Ethical Conduct

The Company’s reputation for integrity is its most valuable asset and is directly affected by the conduct of its employees. The Company requires honest and ethical conduct from all Covered Persons. All Covered Persons have a responsibility to all other directors, officers and employees of

011021.0000002 EMF_US 72528038v3

the Company, and to the Company itself, to act in good faith, responsibly and with due care, competence and diligence.

Compliance with Laws, Rules and Regulations

Covered Persons are required to comply with all applicable governmental laws, rules and regulations, both in letter and in spirit. Although Covered Persons are not expected to know the details of all the applicable laws, rules and regulations, the Company expects individuals to seek proper advice from the Compliance Officer regarding requirements applying to a particular situation or engage in appropriate conduct that may be required to comply with any law, rule or regulation. Specifically, the Company is committed to:

  1. maintaining a safe and healthy work environment;

  2. promoting a workplace that is free from discrimination or harassment based on race, color, ethnicity, age, sex, disability, religion, sexual orientation or other factors that are unrelated to the Company’s business interests;

  3. supporting fair competition and laws prohibiting restraints of trade and other unfair trade practices;

  4. conducting its activities in full compliance with all applicable environmental laws;

  5. keeping the political activities of the covered persons separate from the company’s business;

  6. prohibiting any illegal payments to any government officials or political party; and

  7. complying with all applicable state and federal securities and banking laws and regulations.

    The Company maintains specific policies and procedures with respect to some of these laws and regulations, which are available through our Human Resources Department, our Compliance Officer or through business unit supervisors.

    Violations of this Code or Illegal Activities

    The Company intends to vigorously enforce the provisions of this Code. Violations constitute grounds for disciplinary action, up to and including termination of employment, and may have other legal consequences. In addition, employee performance evaluations and incentive or bonus compensation may be impacted by violations of this Code.

    Further, suspected illegal activities must be reported to federal authorities under the Suspicious Activity Report (SAR) guidelines. Therefore, such instances should be immediately reported to the appropriate department head.

    Conflicts of Interest

    Covered Persons are obligated to act in the Company’s best interest, and in the best interests of its customers and shareholders, and must handle in an ethical manner any actual or apparent conflict of

    interest between personal and business relationships. A “conflict of interest” exists when a person's private interest interferes in any way with the interests of the Company. Covered Persons must not use their position for private gain, to advance personal interests, or to obtain favors or benefits for themselves, members of their families, or any other individuals, corporations or business entities.

    Covered Persons must promptly report all conflicts of interest to the Company’s Compliance Officer or Audit Committee Chairman. This will permit consideration of the circumstances and thereby relieve the Covered Person of possible criticism.

    Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board. The following standards apply to certain common situations where potential conflicts of interest may arise:

Covered Persons are prohibited from taking for themselves personal benefit opportunities that are discovered through the use of corporate property, information or position, unless the Board has declined after full disclosure of all relevant facts to pursue the opportunity. Covered Persons may not use corporate property, information, or position for personal gain, or to compete with the Company directly. Covered Persons owe a duty to the Company to advance its legitimate interests whenever the opportunity to do so arises.

Fair Dealing

Covered Persons should endeavor to deal fairly with the Company’s suppliers, competitors and employees and with other persons with whom the Company does business. Consistent with the Company’s ethical standards, practices taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice will not be tolerated.

Accurate Public Reports and Communications; Financial Reporting Responsibilities

It is critically important that the Company’s filings with the regulatory agencies are accurate and timely. To this end, the Company will:

  1. to the extent applicable, comply with generally accepted accounting principles at all times;

  2. maintain a system of internal accounting controls that will provide reasonable assurances to management that all transactions are properly recorded;

  3. maintain books and records that accurately and fairly reflect the company’s transactions;

  4. prohibit the establishment of any undisclosed or unrecorded funds or assets;

  5. maintain a system of internal controls that will provide reasonable assurances to management that material information about the company is made known to management, particularly during the periods in which periodic reports are being prepared; and

  6. present information in a clear and orderly manner in regulatory filings and public communications.

Every financial record must be accurate, timely and in accordance with law. These records are the basis for managing the Company’s business and for fulfilling its obligations to its shareholders, associates, customers, suppliers and regulatory authorities. Accordingly, Covered Persons should always record and classify transactions in the proper accounting period and in the proper amount and department. All transactions must be supported by accurate documentation. No payments on behalf of the Company will be approved or any transaction made with the intention or understanding that part or all of such payment will be used for any purpose other than that described by the documents supporting it. No fund, asset or liability of the Company will, under any circumstances or for any purpose, be concealed or used for an unlawful or improper purpose.

Depending on their position with the Company, Covered Persons may be called upon to provide information to assure that the Company’s public reports comply with this paragraph or to cooperate with investigations into the accuracy and timeliness of financial records. We expect all of the Covered Persons to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to its public disclosure requirements.

The Company’s relationship with the media is an important one that affects its image in the community. Institutional investors and securities analysts play a critical role in establishing the pricing and liquidity of the Company’s stock. Covered Persons should not speak with or provide information to members of the investment community without the express prior approval of the President, CEO or Chairman. To ensure proper disclosure and consistency of information, all communications from members of the investment community and media should be referred to the President, CEO or Chairman.

Corporate Hospitality to Public Officials

Acts of hospitality toward public officials should never be on such a scale or of such a nature as might tend to compromise or give the impression of compromising the integrity or the reputation of either the public official or the Company. When appropriate hospitality is extended, it should be with the expectation that it will become a matter of public knowledge.

Service with Civic and Charitable Organizations

The Company encourages staff members to participate in civic, municipal and charitable activities. In some cases, it is improper for a staff member to serve as a member, director, officer or employee

of a municipal corporation, agency, school board or library board. Such service is only appropriate when adequate assurances are first given to the Company that business relationships between the Company and such entities would not be prohibited or limited because of statutory or administrative requirements regarding conflicts of interest.


Covered Persons are expected to respect and maintain the confidentiality of all confidential information entrusted to you by the Company or by persons with whom the Company does business, except when disclosure is authorized or legally mandated. Confidential information includes all nonpublic information that might be of use to competitors of, or harmful to, the Company or persons with whom the Company does business.

Protection and Proper Use of Company Assets

Covered Persons have a duty to protect the Company’s assets and promote their efficient use. All corporate assets should be used for legitimate business purposes, and not for personal benefit. Theft, carelessness and waste have a direct impact on the Company’s profitability. Corporate assets include your time at work and work product, as well as the Company’s equipment and its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information violates Company policy and may lead to disciplinary action, up to and including termination of employment, and if determined to be illegal could result in civil or even criminal penalties.

Interpretations and Waivers of the Code of Business Conduct and Ethics

Covered Persons uncertain as to whether a particular activity or relationship is improper under this Code or who requires a waiver of this Code, should disclose it to the Compliance Officer (or the Board if you are a director), who will make a determination first, whether a waiver of this Code is required and second, if required, whether a waiver will be granted. Agreements, restrictions, or conditions may be required before a waiver or a continuing waiver is granted. However, any waiver of this Code for an executive officer or director may be made only by the Board and will be promptly disclosed to the extent required by applicable law, rule or regulation.

Reporting any Illegal or Unethical Behavior

Covered Persons are encouraged to talk to the Compliance Officer when in doubt about the best course of action in a particular situation. Additionally, officers and employees should promptly report violations of laws, rules, regulations or this Code to the Company’s Compliance Officer or Audit Committee Chair. Any report or allegation of a violation of applicable laws, rules, regulations or this Code need not be signed and may be sent anonymously. All reports of violations of this Code, including reports sent anonymously, will be promptly investigated and acted upon in a timely manner. If any report of wrongdoing relates to accounting or financial reporting matters, or relates to persons involved in the development or implementation of the Company’s system of internal

controls, a copy of the report will be promptly provided to the Chair of the Audit Committee, who may participate in the investigation and resolution of the matter.

It is the policy of the Company not to allow actual or threatened retaliation, harassment or discrimination due to reports of misconduct by others made in good faith by Covered Persons. Covered Persons are expected to cooperate in internal investigations of misconduct. Refer to the Company’s Whistleblower Policy for details on reporting illegal or unethical conduct and the protections the Company provides.

Compliance Standards and Procedures

The names, addresses, telephone numbers, facsimile numbers and e-mail addresses of the Compliance Officer and the Audit Committee Chair of the Company are set forth below:

Tectonic Financial, Inc.

16200 Dallas Parkway, Suite 190

Dallas, TX 75248

(972) 720-9000 Telephone

(972) 720-9025 Fax

Compliance Officer

Shari Jensen (972) 720-9016


Audit Committee Chair

Barb Bomersbach (214) 532-0227


Tectonic Financial, Inc. reserves the right to modify or amend this Code at any time as it may deem necessary, including any modifications that may be required to comply with state or federal law and regulations, and/or to accommodate organizational changes.