MainStreet Bancshares Files 8-K: Board Changes & Agreements

TL;DR

MSB filed an 8-K: board shakeup, new execs, and material agreements inked. Watch this space.

AI Summary

On August 27, 2025, MainStreet Bancshares, Inc. filed an 8-K report detailing several key events. These include the entry into a material definitive agreement, the departure and election of directors, and the appointment of certain officers. The filing also covers compensatory arrangements for these officers and other events, along with financial statements and exhibits.

Why It Matters

This filing signals significant corporate governance and operational updates for MainStreet Bancshares, potentially impacting its strategic direction and executive leadership.

Risk Assessment

Risk Level: medium — Changes in board composition, officer appointments, and material agreements can introduce uncertainty and signal strategic shifts that may carry inherent risks.

Key Players & Entities

• MainStreet Bancshares, Inc. (company) — Registrant
• August 27, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $270,400 — i will receive an annual base salary of $270,400. Mr. Vari continues to be eligible to r
• $1.00 — ve Perpetual Preferred Stock, par value $1.00 per share (the "Series A Preferred Stoc
• $1,000 — Stock, with a liquidation preference of $1,000 per share of Series A Preferred Stock (
• $25 — Series A Preferred Stock (equivalent to $25 per Depositary Share), which represents
• $28,750,000 — per Depositary Share), which represents $28,750,000 in aggregate liquidation preference. T
• $0.47 — cash dividend equated to approximately $0.47 per Depositary Share, or $18.75 per sha
• $18.75 — ximately $0.47 per Depositary Share, or $18.75 per share of Series A Preferred Stock o

Filing Documents

• main20250812c_8k.htm (8-K) — 38KB
• ex_856288.htm (EX-10.2) — 79KB
• 0001437749-25-027799.txt ( ) — 282KB
• mnsb-20250827.xsd (EX-101.SCH) — 4KB
• mnsb-20250827_def.xml (EX-101.DEF) — 13KB
• mnsb-20250827_lab.xml (EX-101.LAB) — 17KB
• mnsb-20250827_pre.xml (EX-101.PRE) — 13KB
• main20250812c_8k_htm.xml (XML) — 4KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On August 21, 2025, the Board of Directors of MainStreet Bancshares, Inc. (the "Company") approved an indemnification agreement (the "Indemnification Agreement") between the Company and Richard A. Vari, Chief Financial Officer of MainStreet Bank and principal accounting officer of the Company (the "Indemnitee). The Company and the Indemnitee have executed the Indemnification Agreement. The Indemnification Agreement generally provides that the Company shall indemnify the Indemnitee to the fullest extent permitted by applicable law, subject to certain exceptions, against expenses, judgments, fines and other amounts incurred by Indemnitee in connection with any proceeding in which the Indemnitee is involved by reason of Indemnitee's service as an executive officer. The Indemnification Agreement requires the advancement of defense expenses, on terms and conditions set forth therein, subject to repayment of such expenses by Indemnitee in the event Indemnitee is ultimately determined, following final disposition of the proceeding, to not be entitled to indemnification. The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full and complete text of the form of Indemnification Agreement, which is filed as Exhibit 10.1 the Company's Current Report on Form 8-K filed on November 21, 2022, and is incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangments of Certain Officers. On August 21, 2025, MainStreet Bank (the "Bank"), a subsidiary of the Company, entered into an Employment Agreement with the Bank's Chief Financial Officer, Richard A. Vari, pursuant to which Mr. Vari will continue to serve as the Bank's Chief Financial Officer. The term of the Employment Agreement commenced as of July 1, 2025, and runs through Decem

01 Other Events

Item 8.01 Other Events. On August 27, 2025, the Board of Directors of MainStreet Bancshares, Inc. announced the declaration of a quarterly cash dividend on the outstanding shares of the Company's 7.50% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share (the "Series A Preferred Stock"). On September 15 and 25, 2020, the Company issued an aggregate of 1,150,000 depositary shares (the "Depositary Shares"), each representing a 1/40th ownership interest in a share of the Series A Preferred Stock, with a liquidation preference of $1,000 per share of Series A Preferred Stock (equivalent to $25 per Depositary Share), which represents $28,750,000 in aggregate liquidation preference. The declared cash dividend equated to approximately $0.47 per Depositary Share, or $18.75 per share of Series A Preferred Stock outstanding. The cash dividend is payable on September 30, 2025, to shareholders of record as of the close of business on September 15, 2025. When, as, and if declared by the Board of Directors, future dividend payment dates on the Series A Preferred Stock and associated Depositary Shares will be payable quarterly, in arrears, on March 30, June 30, September 30 and December 30 of each year. The Company's Depositary Shares trade on the Nasdaq Capital Market under the symbol "MNSBP."

01 Other Events

Item 9.01 Other Events. (d) Exhibits . Exhibit Number Description 10.1 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on November 21, 2022). 10.2 MainStreet Bank, Employee Agreement with Richard A. Vari 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). The information furnished under Items 1.01, 5.02 and 8.01 of this Current Report on Form 8-K, including the exhibits, shall not be deemed " filed " for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act " ), or otherwise subject to the liabilities of that Section, and it shall not be deemed incorporated by reference in any filing under the Exchange Act, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing to this Form 8-K.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MAINSTREET BANCSHARES, INC Date: August 27, 2025 By: /s/ Thomas J. Chmelik Name: Thomas J. Chmelik Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR