How will MainStreet Bancshares (MNSB) execute share repurchases under the new program?

MainStreet Bancshares may repurchase shares on the open market, through privately negotiated transactions, or using other methods allowed by law. Management will choose timing, amount, and pricing for each repurchase based on market conditions, legal requirements, and internal considerations.

MainStreet Bancshares okays new $10M buyback

Q: Is MainStreet Bancshares required to repurchase the full $10.0 million in stock?

No. The company is not obligated to purchase the full $10.0 million in common stock. The program is discretionary, and management may extend, modify, suspend, or discontinue repurchases at any time, with actual buyback levels determined by evolving market and corporate factors.

MainStreet Bancshares, Inc. announced a new stock repurchase program authorizing the company to buy back up to $10.0 million of its outstanding common stock.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

MainStreet Bancshares, Inc. announced a new stock repurchase program authorizing the company to buy back up to $10.0 million of its outstanding common stock. This new program replaces the prior authorization announced in October 2025 and gives management flexibility to repurchase shares over time.

Repurchases may occur on the open market, through privately negotiated deals, or other methods compliant with law, at prices and times chosen by management. The program may be extended, modified, suspended, or discontinued, and there is no assurance that any shares will actually be repurchased.

Insights

New $10M buyback adds capital-return flexibility but usage is optional.

MainStreet Bancshares authorized a stock repurchase program of up to $10.0 million of common shares. The board simultaneously ended the prior program and replaced it with this new authorization, signaling continued willingness to return capital when conditions are favorable.

The actual effect depends on how many shares management chooses to repurchase, which will vary with share price, market conditions, and regulatory and legal constraints. The company also retains the right to extend, modify, suspend, or end the program without notice, so subsequent disclosures will show how actively it is used.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Stock repurchase authorization: $10.0 million Preferred dividend rate: 7.50% Depositary share ratio: 1/40 interest per share

3 metrics

Stock repurchase authorization $10.0 million Maximum amount of common stock buybacks under new program

Preferred dividend rate 7.50% Rate on Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock

Depositary share ratio 1/40 interest per share Each depositary share represents 1/40 of a Series A preferred share

Key Terms

stock repurchase program, privately negotiated transactions, Non-Cumulative Perpetual Preferred Stock, Emerging growth company

4 terms

stock repurchase program financial

"announced a new stock repurchase program to repurchase up to $10.0 million"

A stock repurchase program is when a company buys back its own shares from the market. This can make each remaining share more valuable and shows that the company believes its stock is a good investment. It’s like a business treating its shares like a limited resource, hoping to boost confidence and share prices.

privately negotiated transactions financial

"Stock repurchases will be made on the open market, in privately negotiated transactions"

Privately negotiated transactions are deals made directly between parties without involving a public marketplace or open auction. They are like private sales between two individuals rather than items sold at a busy marketplace open to everyone. For investors, these transactions can offer more tailored terms and privacy, but they may also carry different risks and less transparency compared to public exchanges.

Non-Cumulative Perpetual Preferred Stock financial

"7.50% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock"

Non-cumulative perpetual preferred stock is a type of investment that pays a fixed dividend forever, without a set end date. If the company skips some dividends in a year, you don’t get that money later, and it’s gone forever. It matters because investors get regular income but may miss out if the company faces financial trouble.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

MainStreet Bancshares announced a new stock repurchase program authorizing buybacks of up to $10.0 million of its common stock. The program replaces the prior authorization and allows repurchases at management’s discretion over time, subject to market conditions and legal requirements.

How large is MainStreet Bancshares’ new stock repurchase program?

The new MainStreet Bancshares stock repurchase program authorizes buybacks of up to $10.0 million in common stock. This figure is a maximum authorization, not a commitment, and actual repurchases may be lower depending on share price, market conditions, and other corporate priorities.

Does the new stock repurchase program replace MainStreet Bancshares’ prior plan?

Yes. The new MainStreet Bancshares stock repurchase program fully replaces and supersedes the company’s existing plan that was originally announced in October 2025. Future buybacks, if any, will occur under this new authorization rather than the earlier repurchase program.

Is MainStreet Bancshares required to repurchase the full $10.0 million in stock?

No. The company is not obligated to purchase the full $10.0 million in common stock. The program is discretionary, and management may extend, modify, suspend, or discontinue repurchases at any time, with actual buyback levels determined by evolving market and corporate factors.

What factors will influence MainStreet Bancshares’ use of its repurchase program?

Management will consider the market price of MainStreet Bancshares shares, general market and economic conditions, applicable legal requirements, and other factors. These elements will shape the timing, number of shares, and prices chosen for any stock repurchases under the authorization.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/24/2026 - 08:02 AM EDT

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): April 24, 2026

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 1/40^th 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 8.01 Other Events.

On April 24, 2026, the Board of Directors of MainStreet Bancshares, Inc. announced a new stock repurchase program (the "New Stock Repurchase Program") to repurchase up to $10.0 million in shares of the Company’s outstanding common stock. This New Stock Repurchase Program will replace and supersede the Company's existing stock repurchase program which was originally announced on October 21, 2025. The timing, number and purchase price of stock repurchased under the New Stock Repurchase Program will be determined by management at its discretion and will depend on a number of factors, including the market price of the shares, general market and economic conditions, applicable legal requirements and other conditions, and there is no assurance that the Company will purchase any stock under the program. Stock repurchases under the New Stock Repurchase Program will be made from time to time, on the open market, in privately negotiated transactions or in such other manner as will comply with applicable law and regulations, at the discretion of Company management. The New Stock Repurchase Program may be extended, modified, suspended, or discontinued at any time.

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: April 24, 2026	By:	/s/ Richard A. Vari
		Name: Richard A. Vari
		Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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MainStreet Bancshares okays new $10M buyback

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