false 0001693577 0001693577 2024-08-21 2024-08-21 0001693577 mnsb:CommonStockCustomMember 2024-08-21 2024-08-21 0001693577 mnsb:DepositarySharesCustomMember 2024-08-21 2024-08-21
 
 
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): August 21, 2024
 
 
logo01.jpg
 
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 August 21, 2024, during a regularly scheduled meeting of the Board of Directors of MainStreet Bancshares, Inc. (the “Company”) and MainStreet Bank (the “Bank”), long-time director Elizabeth S. Bennett announced her retirement and resignation as a member of the Board of Directors of the Company and the Bank, and from all committees. Ms. Bennett’s resignation was effective on that date. Ms. Bennett stated that with her business interests behind her and having moved out of the Bank’s market area, it was a fitting time to depart from her director role as well. Ms. Bennett’s resignations were not related to any disagreement between the Company or the Bank and her on any matter relating to their operations, policies, or practices.
 
Item 8.01 Other Events. 
 
On August 22, 2024, the Board of Directors of MainStreet Bancshares, Inc. announced the declaration of a quarterly cash dividend on the outstanding shares of the Company’s 7.50% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share (the “Series A Preferred Stock”). On September 15 and 25, 2020, the Company issued an aggregate of 1,150,000 depositary shares (the “Depositary Shares”), each representing a 1/40th ownership interest in a share of the Series A Preferred Stock, with a liquidation preference of $1,000 per share of Series A Preferred Stock (equivalent to $25 per Depositary Share), which represents $28,750,000 in aggregate liquidation preference.
 
The declared cash dividend equated to approximately $0.47 per Depositary Share, or $18.75 per share of Series A Preferred Stock outstanding. The cash dividend is payable on September 30, 2024, to shareholders of record as of the close of business on September 16, 2024. When, as, and if declared by the Board of Directors, future dividend payment dates on the Series A Preferred Stock and associated Depositary Shares will be payable quarterly, in arrears, on March 30, June 30, September 30 and December 30 of each year.
 
The Company’s Depositary Shares trade on the Nasdaq Capital Market under the symbol “MNSBP.”
 
The information furnished under Items 5.02 and 8.01 of this Current Report on Form 8-K, including the exhibits, 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: August 22, 2024
 
By:
/s/ Thomas J. Chmelik
 
 
 
Name: Thomas J. Chmelik
 
 
 
Title: Chief Financial Officer
 
 
v3.24.2.u1
Document And Entity Information
Aug. 21, 2024
Document Information [Line Items]  
Entity, Registrant Name MainStreet Bancshares, Inc.
Document, Type 8-K
Document, Period End Date Aug. 21, 2024
Entity, Incorporation, State or Country Code VA
Entity, File Number 001-38817
Entity, Tax Identification Number 81-2871064
Entity, Address, Address Line One 10089 Fairfax Boulevard
Entity, Address, City or Town Fairfax
Entity, Address, State or Province VA
Entity, Address, Postal Zip Code 22030
City Area Code 703
Local Phone Number 481-4567
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company true
Entity, Ex Transition Period true
Amendment Flag false
Entity, Central Index Key 0001693577
CommonStock Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock
Trading Symbol MNSB
Security Exchange Name NASDAQ
DepositaryShares Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Depositary Shares
Trading Symbol MNSBP
Security Exchange Name NASDAQ
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