[10-K/A] MainStreet Bancshares, Inc. Amends Annual Report

Rhea-AI Filing Summary

MainStreet Bancshares, Inc. (Nasdaq: MNSB / MNSBP) filed Form 10-K/A Amendment No. 2 for FY-2024 solely to replace an incorrect version of Exhibit 3.1 – Restated Articles of Incorporation that accompanied the original 10-K on 14 Mar 2025. The amendment is administrative only; it does not alter the company’s audited financial statements, MD&A or any other disclosures, and it does not update events subsequent to the original filing.

The filing adds fresh Rule 13a-14(a) certifications from the CEO and CFO to reflect the corrected exhibit. All other information in the original 10-K remains unchanged. Key reference data from the original report is reiterated: as of 30 Jun 2024 the public float was $134.7 million, and 7,728,106 common shares were outstanding on 10 Mar 2025. Yount, Hyde & Barbour, P.C. (Firm ID 613) continues as independent auditor.

Because no financial metrics, risk factors or guidance are revised, the amendment carries neutral investment impact and should be read in conjunction with the original Form 10-K.

Positive

• Corrects misfiled Exhibit 3.1, restoring completeness of the company’s charter documentation and demonstrating proactive compliance.
• Re-certification by CEO & CFO reinforces Sarbanes-Oxley reporting integrity.

Negative

• Original administrative error suggests minor internal control lapse over external reporting documentation.

Insights

Corporate Governance Analyst

TL;DR – Administrative correction; no financial impact, neutral for investors.

This 10-K/A merely substitutes the accurate Restated Articles of Incorporation and re-issues Section 302 certifications. There are no revisions to financial statements, controls conclusions or risk disclosures, so valuation models and credit assessments remain intact. The filing removes a compliance deficiency and modestly improves governance transparency, but does not change the investment thesis. Impact classified as procedural rather than material.

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--12-31FY2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM                    TO

Commission File Number 001-38817

MainStreet Bancshares, Inc.

(Exact name of Registrant as specified in its Charter)

Virginia 81-2871064

(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

10089 Fairfax Boulevard Fairfax, VA 22030

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (703) 481-4567

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. yes ☐ No ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ no ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ no ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐		Smaller reporting company		☒
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.  ☐

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrant's executive officers during the relevant recovery period pursuant to section 240.10D-1(b).  ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). yes ☐ no ☒

As of June 30, 2024, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the shares of common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on The NASDAQ Stock Market, was $134,721,919. The number of shares of Registrant’s Common Stock outstanding as of March 10, 2025 was 7,728,106.

DOCUMENTS INCORPORATED BY REFERENCE:

The information required by Part III of this Annual Report on Form 10-K will be found in portions of the Registrant’s definitive proxy statement for its 2025 Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, and such information is incorporated herein by this reference.

Auditor Firm ID: 613 Auditor Name: Yount, Hyde & Barbour, P.C.       Auditor Location: Winchester, Virginia, USA

EXPLANATORY NOTE

MainStreet Bancshares, Inc. ("we" or the "Company") is filing this Amendment No. 2 on Form 10-K/A (the “Amendment”)  to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the United States Securities and Exchange Commission on March 14, 2025 (the “Original Report’) soley to include the correct version of Exhibit 3.1, Restated Articles of Incorporation. The Company inadvertantly filed an incorrect version of Exhibit 3.1 with the Original Report. This Amendment also includes new certifications by our principal executive officer and principal financial officer as required by Item 15 of Part IV.

Except as expressly set forth herein, this Amendment does not reflect events occurring after the date of the Original Report or modify or update any of the other disclosures contained therein in any way other than as required to reflect the amendments referred to above. Accordingly, this Amendment should be read in conjunction with the Original Report and the Company's other filings with the SEC.

Item 15. Exhibits and Financial Statement Schedules

Exhibit Number
3.1		Restated Articles of Incorporation
31.1		Rule 13a-14(a) Certification of the Chief Executive Officer
31.2		Rule 13a-14(a) Certification of the Chief Financial Officer
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

MAINSTREET BANCSHARES, INC.

Date: August 1, 2025				/s/ Thomas J. Chmelik
				Thomas J. Chmelik
				Senior Executive Vice President and
				Chief Financial Officer and Director
				(Principal Financial Officer)

2

FAQ

Why did MainStreet Bancshares (MNSBP) file Amendment No. 2 to its 10-K?

To replace an incorrect version of Exhibit 3.1 – Restated Articles of Incorporation that was originally filed on 14 Mar 2025.

Does the 10-K/A change MainStreet Bancshares' 2024 financial results?

No. The amendment is administrative; no financial statements or MD&A sections are revised.

Were new CEO/CFO certifications included in the amendment?

Yes. Rule 13a-14(a) certifications (Exhibits 31.1 and 31.2) were re-issued to cover the corrected exhibit.

What is MainStreet Bancshares' public float as referenced in the filing?

As of 30 Jun 2024 the public float was $134,721,919.

Who is the independent auditor for MainStreet Bancshares?

Yount, Hyde & Barbour, P.C. (Firm ID 613) located in Winchester, Virginia.