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    Amendment: SEC Form 10-K/A filed by MainStreet Bancshares Inc.

    3/20/25 1:00:51 PM ET
    $MNSB
    Major Banks
    Finance
    Get the next $MNSB alert in real time by email
    main20241231_10ka.htm
    true 0001693577 0001693577 2024-01-01 2024-12-31 0001693577 mnsb:CommonStockCustomMember 2024-01-01 2024-12-31 0001693577 mnsb:DepositarySharesCustomMember 2024-01-01 2024-12-31 0001693577 2024-06-30 0001693577 2025-03-10 iso4217:USD xbrli:shares
    --12-31FY2024
     


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

    FORM 10-K/A

    (Amendment No. 1)
    (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
     
    This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Company’s 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’).
     
    This Amendment amends the Cover Page of the Original Report to indicate by check mark that the Company is a “smaller reporting company” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended. The specific disclosure was inadvertently omitted from the Original Report.
     
    Except as described above, no other changes have been made to the Original Report. This Amendment does not reflect any events occurring after the filing of the Original Report.
     
     
     
    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: March 20, 2025      
    /s/ Thomas J. Chmelik
           
    Thomas J. Chmelik
           
    Senior Executive Vice President and
           
    Chief Financial Officer and Director
           
    (Principal Financial Officer)
     
    2
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