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

Rhea-AI Filing Summary

Item 5.02 – Executive transition. Frontdoor (FTDR) disclosed that Vice President, Controller & Chief Accounting Officer (CAO) Chastitie Brim will retire on 24 Aug 2025 and stay on as adviser through 15 Sep 2025. The board simultaneously appointed Sally J. Shanks, former CAO of WillScot Holdings (Nasdaq: WSC), to assume the same roles effective 25 Aug 2025, supporting a seamless hand-over.

Experience & pay. Shanks, 48, oversaw accounting, reporting and tax at WillScot since 2017 and previously held senior finance posts at Merkle and Laureate after starting at PwC. Her compensation package includes: (i) $395 k base salary, (ii) 50 % target annual cash bonus, (iii) $100 k sign-on RSUs vesting over two years, plus eligibility for future annual equity awards and executive severance coverage.

The company emphasized that Brim’s departure is voluntary and unrelated to any policy or reporting dispute. The 8-K contains no financial metrics, outlook changes or other material events.

Positive

• Orderly succession plan: retiring CAO remains as adviser, minimizing disruption.
• Experienced successor: Sally Shanks brings 8+ years as public-company CAO, supporting reporting quality.

Negative

• Key leadership turnover introduces transition risk, albeit limited.
• No financial outlook update leaves investors without clarity on any accounting policy shifts.

Insights

Senior Equity Analyst

TL;DR: Routine CAO succession; neutral impact, ensures continuity, no financial guidance altered.

The filing documents a planned retirement and orderly hand-off of the Chief Accounting Officer position. Frontdoor keeps Brim as an adviser for three weeks after her effective retirement, reducing transition risk. Incoming CAO Sally Shanks has eight years of public-company CAO experience, which should maintain reporting quality. Compensation appears standard for the role and is primarily cash-neutral near term. Because there are no accompanying revisions to financial statements, guidance, or control disclosures, the event is operational rather than strategic. I view the market impact as neutral.

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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): July 23, 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 July 23, 2025, the Board of Directors of MainStreet Bancshares, Inc. announced a $0.10 per share cash dividend to common shareholders. The dividend will be paid on August 13, 2025, to shareholders of record on August 6, 2025.

The Board of Directors will consider future dividends to common shareholders after its review of the Company’s financial condition, results of operations, and other factors.

Any subsequent dividend declaration will be subject to the discretion of the Board of Directors. Shares of the Company’s Common Stock trade on the Nasdaq Capital Market under the symbol “MNSB.”

The information furnished under Item 8.01 of this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and it shall not be deemed incorporated by reference in any filing under the Exchange Act, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing to this Form 8-K.

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: July 23, 2025		By:	/s/ Thomas J. Chmelik
			Name: Thomas J. Chmelik
			Title: Chief Financial Officer

FAQ

Why is Frontdoor's CAO Chastitie Brim leaving?

She is retiring effective 24 Aug 2025 and will advise until 15 Sep 2025; the company cites no disagreements.

Who is Frontdoor's new Chief Accounting Officer?

Sally J. Shanks, former CAO of WillScot Holdings, will assume the role on 25 Aug 2025.

What compensation will the new CAO receive?

Annual base salary of $395,000, 50% target bonus, and a $100,000 sign-on RSU grant vesting over two years.

Does the 8-K affect FTDR's financial guidance?

No. The filing contains no changes to revenue, earnings outlook, or control disclosures.

Is the leadership change linked to any accounting issues at Frontdoor?

The company states the retirement is voluntary and not due to disagreements on operations or policies.