[8-K] MainStreet Bancshares, Inc. Reports Material Event

Rhea-AI Filing Summary

MainStreet Bancshares, Inc. and MainStreet Bank announced the appointment of Wendy Adeler Hall to their Boards to fill the vacancy created by Elizabeth Bennett in 2024. Her appointment was announced on September 18, 2025 and will be effective October 16, 2025; she will stand for election in 2026. Ms. Adeler Hall, age 55, has over 30 years of experience in business development, marketing, and philanthropy, including leadership roles at Adeler Jewelers and prior ownership of a gourmet food store, Memory Lane. The Board named her to the Nominating and Compensation Committee, determined she is independent under Nasdaq and company guidelines, and stated she will receive the standard non-employee director compensation disclosed in the Company’s May 21, 2025 definitive proxy. The Company disclosed no related-party transactions connected to her appointment.

Positive

• Board vacancy filled with an experienced, independent director effective October 16, 2025
• Assigned to Nominating and Compensation Committee, supporting governance and oversight of director selection and pay
• Board determined independence under Nasdaq and company guidelines and disclosed no related-party transactions

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Board filled a vacancy with an independent director experienced in marketing and philanthropy; committee assignment aligns with governance duties.

The appointment restores Board capacity after a 2024 vacancy and adds an independent director with extensive community and business engagement. Placement on the Nominating and Compensation Committee is governance-relevant, as that committee influences director selection and pay policies. The Board’s explicit independence determination and disclosure that no related-party transactions exist reduce immediate governance risks. Compensation will follow the previously disclosed non-employee director framework, maintaining consistency with existing pay practices.

Securities/Compliance Analyst

TL;DR: Filing is routine 8-K disclosure of director appointment with required governance and independence statements.

This 8-K provides the standard required disclosures: identity, effective date, committee assignments, independence determination, compensation reference, and absence of related transactions. It meets disclosure norms under Item 5.02 without introducing financial metrics or material transactions. The clear reference to the definitive proxy for compensation details is appropriate for completeness while avoiding redundant disclosure in this form.

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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): September 18, 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 September 18, 2025, the Boards of Directors Mainstreet Bancshares, Inc. (the "Company") and MainStreet Bank (the "Bank") appointed Wendy Adeler Hall as a director of the Company and the Bank, respectively, to fill the position vacated by Elizabeth Bennett in 2024. Ms. Adeler Hall's appointment will be effective as of October 16, 2025 and she will be up for election in 2026.

Wendy Adeler Hall, age 55, is an accomplished leader in the jewelry industry with over three decades of experience in business development, marketing, and philanthropy. After founding her own successful gourmet food store, Memory Lane, she joined Adeler Jewelers in 1997 as Vice President of Marketing and Philanthropy. Under her leadership, the company grew into a premier custom design jeweler and became known for its community service. In 2011, she transitioned into business development, where she leveraged the brand's visibility by placing jewelry on over 300 celebrities and attracting national retailers. A George Mason University graduate, Wendy believes that community engagement is crucial for business success, a philosophy reflected in her extensive philanthropic work, which includes serving on the Advisory Board of CharityWorks and co-chairing the Brain & Behavior Research Foundation galas.

In connection with Ms. Adeler Hall's appointment, the Board of the Company has appointed her to serve on the Nominating and Compensation Committee. The Board determined the Ms. Adeler Hall is an independent director under Nasdaq listing standards and the Company's corporate governance guidelines.

Ms. Adeler Hall will be eligible to receive compensation for her service on the Board consistent with that provided to all non-employee directors, which is described under the caption “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on May 21, 2025, and may be adjusted by the Board from time to time. There are no arrangements or understandings between Ms. Adeler Hall and any other person with respect to her appointment to the Boards. There have been no transactions, nor are there any currently proposed transactions, in which the Company was or is to be a participant and in which Ms. Adeler Hall, or any member of her immediate family, had, or will have, a direct or indirect material interest.

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: September 24, 2025		By:	/s/ Thomas J. Chmelik
			Name: Thomas J. Chmelik
			Title: Chief Financial Officer

FAQ

Who was appointed to the MainStreet Bancshares (MNSB) Board?

The Company appointed Wendy Adeler Hall as a director of MainStreet Bancshares, Inc. and MainStreet Bank.

When does Wendy Adeler Hall's board appointment become effective?

Her appointment is effective on October 16, 2025.

Will Wendy Adeler Hall stand for election, and when?

Yes; she will be up for election in 2026.

Which committee will Ms. Adeler Hall serve on?

She was appointed to the Company’s Nominating and Compensation Committee.

Does the filing report any related-party transactions involving Ms. Adeler Hall?

No. The filing states there have been no transactions and none are currently proposed involving her or her immediate family with the Company.

How will Ms. Adeler Hall be compensated for board service?

She will be eligible for compensation consistent with the non-employee director compensation described in the Company’s definitive proxy filed May 21, 2025.