MNSB replaces 2022 plan with new $10.0M repurchase program

Rhea-AI Filing Summary

MainStreet Bancshares, Inc. authorized a new stock repurchase program to repurchase up to $10.0 million of its outstanding common stock. The program replaces and supersedes the plan first announced on May 19, 2022.

Management will determine the timing, number, and price of any repurchases at its discretion based on factors such as share price, market conditions, and legal requirements, and there is no assurance that any stock will be purchased. Repurchases may occur on the open market, through privately negotiated transactions, or by other methods permitted by law. The company currently anticipates the program will extend over an 18‑month time frame, and it may be extended, modified, suspended, or discontinued at any time, or conclude earlier if the authorized amount is completed.

Insights

Bank capital & shareholder returns analyst

$10.0M buyback authorized; execution discretionary and conditional.

MainStreet Bancshares approved a share repurchase authorization of up to $10.0 million, replacing the May 19, 2022 program. Authorizations signal intent to return capital but do not obligate purchases.

Execution depends on management’s discretion, market pricing, economic conditions, and legal constraints, with no assurance of any repurchases. Methods include open‑market and privately negotiated transactions, which can influence average purchase price and pacing.

The company anticipates an 18‑month window, but the plan can be extended, modified, suspended, discontinued, or completed earlier. Actual impact on share count and capital ratios will depend on future execution.

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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): October 16, 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 8.01 Other Events.

On October 16, 2025, the Board of Directors of MainStreet Bancshares, Inc. authorized a new stock repurchase program (the "New Stock Repurchase Program") to repurchase up to $10.0 million 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 May 19, 2022. 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 Company currently anticipates that the New Stock Repurchase Program will extend over an 18-month time frame, or earlier if the shares have been repurchased. 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: October 21, 2025		By:	/s/ Thomas J. Chmelik
			Name: Thomas J. Chmelik
			Title: Chief Financial Officer

FAQ

What did MNSB announce regarding share repurchases?

MainStreet Bancshares authorized a new stock repurchase program to buy back up to $10.0 million of its common stock.

Does the new MNSB buyback replace a prior program?

Yes. It replaces and supersedes the program originally announced on May 19, 2022.

How long will the MNSB repurchase program run?

The company currently anticipates an 18‑month time frame, or earlier if the authorized shares have been repurchased.

Is MNSB obligated to repurchase shares under this program?

No. The filing states there is no assurance that the company will purchase any stock.

What methods can MNSB use to repurchase shares?

Repurchases may be made on the open market, in privately negotiated transactions, or by other methods permitted by law.

Who decides the timing and price of MNSB repurchases?

Company management will determine the timing, number, and purchase price at its discretion based on market and legal factors.