MainStreet Bancshares Director Accepts Restricted Stock Instead of Cash

Rhea-AI Filing Summary

MainStreet Bancshares director Manouchehri Ali R received 577 shares of Common Stock on 10/01/2025 at an effective price of $20.83 per share as restricted stock awards elected in lieu of cash fees. After the grant, the reporting person beneficially owned 7,810 shares of common stock and directly held 500 depositary shares. The grant was made under the companys existing equity incentive plan and the filing was signed by an attorneyinfact on behalf of the reporting person. The disclosure shows a routine director compensation election into equity rather than a cash payment and does not include any derivative transactions.

Positive

• Director alignment: Director elected to receive restricted stock awards in lieu of cash fees, which aligns interests with shareholders
• Transparency: Form 4 discloses exact share amount (577 shares) and price ($20.83) and posttransaction beneficial ownership (7,810 shares)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director elected restricted stock in lieu of cash, aligning pay with shareholders; routine governance practice.

The directors election to receive restricted stock awards instead of cash is a common governance mechanism to align director incentives with shareholder outcomes. The report specifies the grants fair value basis and shows a modest increase in direct common stock holdings to 7,810 shares, plus 500 depositary shares. No options, conversions or dispositions were reported. From a governance standpoint this is a typical, nonmaterial compensation-related filing that signals alignment but not a change in control or strategy.

Securities Analyst

TL;DR: Transaction is a small, routine equity grant; limited market impact given size.

The Form 4 reports acquisition of 577 common shares at $20.83 via a restricted stock award election. Given the posttransaction beneficial ownership of 7,810 shares and the absence of derivative activity, the filing carries minimal immediate valuation or liquidity implications for investors. This is compensation-related equity issuance to a director, recorded as nonderivative acquisition; there is no indication of cash proceeds or share disposition that would affect outstanding share count materially in the filing itself.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Manouchehri Ali R

(Last) (First) (Middle)

10089 FAIRFAX BLVD

(Street)

FAIRFAX VA 22030

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MainStreet Bancshares, Inc. [ MNSB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Director - MainStreet Bank

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/01/2025		A		577(1)	A	$20.83	7,810	D
Depositary Shares								500	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. In lieu of cash fees, directors may elect to receive an equivalent value of equity in restricted stock awards under the existing equity incentive plan. This amount reflects the fair value of restricted stock awards received in lieu of cash based upon the stock price on the date of grant.

	/s/ Richard A. Vari, attorney-in-fact	10/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did the MNSB Form 4 filed for Manouchehri Ali R disclose?

It disclosed an acquisition of 577 common shares on 10/01/2025 at an effective price of $20.83 as restricted stock awards elected instead of cash fees.

How many MainStreet Bancshares (MNSB) shares does the reporting person own after the transaction?

The reporting person beneficially owned 7,810 common shares following the reported transaction and directly held 500 depositary shares.

Was the Form 4 transaction a sale or a derivative trade?

No. The Form 4 reports a nonderivative acquisition of common stock; there were no derivative securities acquired or disposed of reported.

Why were the shares issued to the director?

The shares reflect restricted stock awards issued under the companys existing equity incentive plan in lieu of cash fees, per the forms explanation.

Who signed the Form 4 for the reporting person?

The filing was signed by Richard A. Vari, attorneyinfact on 10/01/2025.