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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2024

MainStreet Bancshares, Inc.

(Exact name of Registrant as Specified in Its Charter)

Virginia	001-38817	81-2871064
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10089 Fairfax Boulevard, Fairfax, VA		22030
(Address of Principal Executive Offices)		(Zip Code)

(703) 481-4567

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	MNSB	The Nasdaq Stock Market LLC
Depositary Shares (each representing a 1/40th interest in a share of 7.50% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock)	MNSBP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 7.01 Regulation FD Disclosure.

On February 22, 2024, MainStreet Bancshares, Inc. (the "Company") issued a press release regarding an addition to MainStreet Bank's Board of Directors. A copy of the related press release is attached hereto as Exhibit 99.1, is hereby incorporated by reference, and will be posted on the Company’s website.

Item 8.01 Other Events.

On February 21, 2024, the Board of Directors of MainStreet Bancshares, Inc. (the "Company") declared 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 April 1, 2024, to shareholders of record as of the close of business on March 15, 2024. 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.”

Item 9.01 Other Events.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release, dated February 22, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The information furnished under Items 7.01, 8.01 and 9.01 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

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: February 22, 2024	By:	/s/ Thomas J. Chmelik
		Name: Thomas J. Chmelik
		Title: Chief Financial Officer

EX-99.1 2 ex_628923.htm EXHIBIT 99.1 ex_628923.htm

Exhibit 99.1

MainStreet Bank Appoints Ali Manouchehri to Board of Directors

Digital Technology Expert Brings Extensive Federal Contracting Experience to Role at Leading Community Bank

FAIRFAX, Va., February 22, 2024 /PRNewswire/ -- MainStreet Bancshares, Inc. (Nasdaq: MNSB), parent company of MainStreet Bank, announces the appointment of Ali Reza Manouchehri, a digital technology expert with extensive federal contracting experience, as a director of MainStreet Bank.

Manouchehri is CEO of MetroStar Systems, a leading provider of digital IT services and solutions for the public sector, which is headquartered in Reston, Virginia. Since co-founding the company in 1999, he has guided its growth from a small business to a mid-size company with 450 employees that supports approximately 40 federal clients with innovative IT solutions. He is also co-founder and chair of Zoomph, a platform that enables sponsors to track the brand partnerships across social media, streaming, and broadcast channels.

“Ali brings an impressive track record as a successful entrepreneur and decades of experience on the cutting edge of digital technology,” said Jeff W. Dick, Chairman and CEO of both the Company and the Bank. “MainStreet Bank has been technology-forward since we opened for business 20 years ago. By adding his expertise to our board, we are deepening our bench strength to reflect the growing importance of digital innovation, as exemplified by our fully integrated Software as a Service platform, Avenu.”

“MainStreet Bank has made significant investments in technology initiatives to position the Bank to capitalize on opportunities in an era of rapid technology change,” Manouchehri said. “I’m excited to be part of this visionary board of directors as we map a course into the future.”

Manouchehri is a member of the board of directors of the Professional Services Council (PSC), which advocates for the government services sector. He also serves as a member of the board of trustees of the Leukemia and Lymphoma Society of the Mid-Atlantic Region. He earned a Bachelor of Arts degree in philosophy from George Mason University.

About MainStreet Bank: MainStreet Bank operates seven branches in Herndon, Fairfax, Fairfax City, McLean, Leesburg, Clarendon and Washington, D.C. In addition, MainStreet Bank has 55,000 free ATMs and a fully integrated online and mobile banking solution.

The Bank is not restricted by a conventional branching system, as it can offer business customers the ability to Put Our Bank in Your Office®. With robust and easy-to-use online business banking technology, MainStreet has "put our bank" in over 1,000 businesses in the metropolitan area.

MainStreet Bank has a full complement of payment system services for third-party payment providers with nationally known market leaders on staff and ready to help payment providers create a solution perfect for their needs.

MainStreet Bank has a robust line of business and professional lending products, including government contracting lines of credit, commercial lines and term loans, residential and commercial construction, and commercial real estate. MainStreet also works with the SBA to offer 7A and 504 lending solutions. From sophisticated cash management to enhanced mobile banking and instant-issue Debit Cards, MainStreet Bank is always looking for ways to improve its customer experience.

MainStreet Bank was the first community bank in the Washington, D.C. metropolitan area to offer a full online business banking solution. MainStreet Bank was also the first bank headquartered in the Commonwealth of Virginia to offer CDARS – a solution that provides multi-million-dollar FDIC insurance. Further information on the Bank can be obtained by visiting its website at mstreetbank.com.

This release contains forward-looking statements, including our expectations with respect to future events that are subject to various risks and uncertainties. The statements contained in this release that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as "may," "will," "could," "should," "expect," "plan," "project," "intend," "anticipate," "believe," "estimate," "predict," "potential," "pursuant," "target," "continue," and similar expressions are intended to identify such forward-looking statements. Factors that could cause actual results to differ materially from management's projections, forecasts, estimates and expectations include: fluctuation in market rates of interest and loan and deposit pricing, adverse changes in the overall national economy as well as adverse economic conditions in our specific market areas, maintenance and development of well-established and valued client relationships and referral source relationships, and acquisition or loss of key production personnel.

Contact: Debra Cope
(202) 468-3814