MNSB CFO transition and planned sale of up to 25% stock

Rhea-AI Filing Summary

MainStreet Bancshares, Inc. reported that Thomas J. Chmelik will retire from his role as Chief Financial Officer effective December 31, 2025. He will continue as a Senior Executive Vice President and Secretary of both the company and MainStreet Bank, and remain on the Boards of Directors of each, through December 31, 2027, working with the Board and senior management to support an orderly transition. The company states that his move is for personal reasons and not due to any disagreement over operations, policies, practices, financial disclosures, accounting practices or internal controls. Mr. Chmelik currently expects to divest up to 25% of his MNSB common stock through December 31, 2027 via ordinary broker transactions on the Nasdaq Capital Market, in line with SEC rules and the company’s trading policies, with the timing influenced by market and economic factors.

Insights

Corporate Governance Analyst

Orderly CFO retirement with extended transition and planned partial share sales; modest governance impact.

The filing reports that long-time Chief Financial Officer Thomas J. Chmelik will retire from the CFO role effective December 31, 2025. He will remain a Senior Executive Vice President and Secretary of both MainStreet Bancshares, Inc. and MainStreet Bank through December 31, 2027, and will continue serving on both boards. This structure creates a multi-year transition, which can support continuity in financial oversight and institutional knowledge while a successor CFO operates.

The company discloses that the change is at Mr. Chmelik’s request for personal reasons, and that it does not arise from any disagreement on operations, policies, financial disclosures, accounting, or internal controls. That explicit statement reduces concern about hidden issues in reporting or controls. He also plans to work closely with the board and senior management to ensure an orderly handoff, which suggests a managed, rather than abrupt, leadership change in the finance function.

Separately, Mr. Chmelik currently expects to divest up to 25% of his MNSB common stock holdings through December 31, 2027, through ordinary broker transactions on Nasdaq, in line with SEC rules and internal trading policies. The filing links this to personal retirement portfolio diversification, and spreads potential sales over roughly two years, which can limit concentration of activity. Key items to watch are any later disclosures naming a new CFO, the timing of the effective date on December 31, 2025, and any future Form 4 filings reflecting these share sales.

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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): November 20, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 20, 2025, Mr. Thomas J. Chmelik informed the Board of Directors of MainStreet Bancshares, Inc. (the “Company”) he will retire from the role of Chief Financial Officer of the Company effective December 31, 2025. Mr. Chmelik will remain a Senior Executive Vice President and Secretary of the Company and MainStreet Bank (the "Bank") through December 31, 2027. Mr. Chmelik will continue to serve the Company and the Bank as a member of the Boards of Directors of the Company and the Bank. Mr. Chmelik will work closely with the Board of Directors and senior management to ensure an orderly transition. Mr. Chmelik requested the transition due to personal reasons and his move to a new role was not the result of any disagreement with the Company or the Bank on any matter relating to the Company’s or the Bank’s operations, policies, practices, financial disclosures, accounting practices or internal controls.

In order to diversify his personal investment portfolio for retirement purposes, Mr. Chmelik currently expects to divest up to 25% of his shares of MNSB common stock through December 31, 2027, through ordinary broker transactions on the Nasdaq Capital Market in compliance with applicable SEC rules and the Company’s internal trading policies. The timing of these sales is uncertain and may be influenced by market conditions and economic and other factors.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release, dated November 26, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: November 26, 2025		By:	/s/ Jeff W. Dick
			Name: Jeff W. Dick
			Title: Chairman and Chief Executive Officer

FAQ

What leadership change did MainStreet Bancshares (MNSB) announce in this 8-K?

MainStreet Bancshares announced that Thomas J. Chmelik will retire as Chief Financial Officer effective December 31, 2025, while remaining a Senior Executive Vice President, Secretary and board member of the company and MainStreet Bank through December 31, 2027.

Is the MNSB CFO departure related to any disagreement with the company or bank?

The company states that Mr. Chmelik requested the transition for personal reasons and that his move to a new role was not the result of any disagreement with the company or the bank on operations, policies, practices, financial disclosures, accounting practices or internal controls.

Will Thomas J. Chmelik remain involved with MainStreet Bancshares (MNSB) after retiring as CFO?

Yes. Mr. Chmelik will remain a Senior Executive Vice President and Secretary of the company and MainStreet Bank and will continue to serve on the Boards of Directors of both entities through December 31, 2027, and will work with the Board and senior management to support an orderly transition.

What are Thomas J. Chmelik’s plans regarding his MNSB common stock holdings?

To diversify his personal investment portfolio for retirement purposes, Mr. Chmelik currently expects to divest up to 25% of his shares of MNSB common stock through December 31, 2027, through ordinary broker transactions on the Nasdaq Capital Market in compliance with applicable SEC rules and the company’s internal trading policies.

How might the timing of the MNSB stock sales by the retiring CFO be determined?

The company notes that the timing of Mr. Chmelik’s stock sales is uncertain and may be influenced by market conditions, economic conditions and other factors.

Did MainStreet Bancshares (MNSB) include any related exhibits with this 8-K filing?

Yes. The filing lists an exhibit: Exhibit 99.1, which is a press release dated November 26, 2025, and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.