SEC Form DEF 14A filed by MainStreet Bancshares Inc.

10089 Fairfax Boulevard

Fairfax, Virginia 22030

(703) 481-4567

 

 

 

 

 

April 17, 2026

 

 

Dear Fellow Shareholder:

 

 

You are invited to virtually attend the 2025 Annual Meeting of Shareholders for MainStreet Bancshares, Inc. The Annual Meeting will begin promptly at 11:00 a.m., Eastern Time, on May 21, 2026, via a live webcast.

 

In each of the last four years we have held a virtual-only Internet webcast Annual Meeting. We appreciate that this format allows for greater participation by our shareholders. Instructions and registration to attend this year’s Annual Meeting are available at proxydocs.com/MNSB. You will need to register to attend the meeting before 5:00 p.m., Eastern Time, on May 20, 2026.

 

Only shareholders who held shares at the close of business on the record date, April 2, 2026, may vote at the Annual Meeting, including any adjournment or postponement thereof. Virtual attendance at the Annual Meeting is considered attendance in person.

 

All the details of the business to be conducted at our Annual Meeting are included in the attached Notice of Annual of Shareholders and Proxy Statement. We encourage you to carefully read these materials.

 

We’ve included our Annual Report for the year-ended December 31, 2025, in this mailing, which is also available at the SEC’s website, sec.gov, and on our website, ir.mstreetbank.com.

 

Your vote is very important, and I urge you to use this opportunity to take part in the affairs of your Company. Whether or not you expect to attend the Annual Meeting, please vote as soon as possible to ensure that your shares are represented at the Annual Meeting. The Board of Directors has unanimously approved each of the proposals to be considered and voted upon at the Annual Meeting and recommends that you vote FOR the nominees and FOR each of the other proposals.

 

On behalf of the Board of Directors, thank you for your commitment to our Company and MainStreet Bank.

 

Sincerely,

Jeff W. Dick

 

Chairman & Chief Executive Officer

 

 

10089 Fairfax Boulevard.

Fairfax, Virginia 22030

(703) 481-4567

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 21, 2026

 

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Shareholders of MainStreet Bancshares, Inc. (the “Company”) will be held as a virtual-only, Internet webcast meeting without a physical location on Thursday, May 21, 2026, at 11:00 a.m., Eastern Time.

 

A proxy card and a Proxy Statement for the Annual Meeting are enclosed.

 

At the Annual Meeting, shareholders will be asked to:

 

●

elect four directors for a term of three years each or until their successors are elected and qualify;

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ratify the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

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vote, on an advisory, non-binding basis, to approve the compensation of the named executive officers; and

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such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

 

Shareholders will also be asked to consider any other business that is properly brought before the Annual Meeting, or any adjournment or postponement thereof. As of the date of this notice, we are not aware of any other business to come before the Annual Meeting.

 

The Board of Directors has fixed the close of business on April 2, 2026, as the record date for the Annual Meeting. This means that shareholders of record at the close of business on that date are entitled to receive notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

 

To attend the Annual Meeting, you must register in advance at proxydocs.com/MNSB prior to the deadline of May 20, 2026, at 5:00 p.m., Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you to access the Annual Meeting and will also permit you to submit questions.

 

EACH SHAREHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS REQUESTED TO VOTE THE PROXY CARD BY MAIL PRIOR TO THE ANNUAL MEETING. TO VOTE BY MAIL, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE SHAREHOLDER MAY BE REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE. ANY SHAREHOLDER PRESENT ELECTRONICALLY AT THE ANNUAL MEETING MAY REVOKE HIS OR HER PROXY AND VOTE ELECTRONICALLY ON EACH MATTER BROUGHT BEFORE THE ANNUAL MEETING. HOWEVER, IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER IN ADVANCE OF THE ANNUAL MEETING IN ORDER TO VOTE IN PERSON ELECTRONICALLY AT THE ANNUAL MEETING.

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING

 

The Notice of Annual Meeting, Proxy Statement, Proxy Card, and Annual Report are also available at proxydocs.com/MNSB.

 

BY ORDER OF THE BOARD OF DIRECTORS

Fairfax, Virginia                                                                                                       

April 17, 2026

Thomas J. Chmelik, Secretary

 

 

Important: The prompt return of proxies will save us the expense of further requests for proxies to ensure a quorum at the Annual Meeting. A pre-addressed envelope is enclosed for your convenience. No postage is required if mailed within the United States.

 

10089 Fairfax Boulevard

Fairfax, Virginia 22030

(703) 481-4567

 

PROXY STATEMENT

 

ANNUAL MEETING OF SHAREHOLDERS

MAY 21, 2026

 

GENERAL

 

The enclosed proxy is solicited by the Board of Directors of MainStreet Bancshares, Inc. (the “Company”) for the Annual Meeting of Shareholders (the “Annual Meeting”) of the Company to be held as a virtual-only, Internet webcast meeting without a physical location at 11:00 a.m., Eastern Time, on May 21, 2026, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. The approximate mailing date of this Proxy Statement and accompanying proxy is April 17, 2026.

 

Voting and Revocability of Proxies

Shareholders who execute proxies retain the right to revoke them at any time. Unless so revoked, the shares of common stock represented by such proxies will be voted at the Annual Meeting and all adjournments thereof. Proxies may be revoked by written notice to the Secretary of the Company at the above address or by filing a later dated proxy prior to the vote being taken on a particular proposal at the Annual Meeting. A proxy will not be voted if a shareholder attends the Annual Meeting on the Internet and votes on-line at the Annual Meeting. Attendance at the Annual Meeting electronically is considered attendance in person.

 

If a shareholder returns an executed proxy and specifies how the proxy is to be voted with respect to any proposal for which a choice is provided, the proxy will be voted in accordance with such specifications. If a shareholder returns an executed proxy but fails to specify how the proxy is to be voted with respect to the proposals set forth in the accompanying Notice and further described herein, the proxy will be voted as follows:

 

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FOR Proposal No. 1 ― to elect four directors of the Company for a term of three years each;

 

●

FOR Proposal No. 2 ― to ratify the appointment of Yount, Hyde & Barbour, P.C. (“YHB”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

 

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FOR Proposal No. 3 ― to approve, on an advisory, non-binding basis, the compensation of the named executive officers.

 

Except for procedural matters incidental to the conduct of the Annual Meeting, we are not aware of any other business to come before the Annual Meeting. Should any other matters be properly presented for action at the Annual Meeting as to which proxies in the accompanying form confer discretionary authority, the proxy agents named in the enclosed proxy will vote the shares represented by such proxies on such matters as determined by a majority of the Board of Directors of the Company.

 

Voting Rights of Shareholders

Only those shareholders of record at the close of business on April 2, 2026, are entitled to receive notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. At least one-third of the shares entitled to vote, represented in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.

 

 

Each share of common stock entitles the record holder thereof to one vote upon each matter to be voted upon at the Annual Meeting. Shares for which the holder has elected to abstain or to withhold the proxy agents’ authority to vote (including broker non-votes, discussed below) on a matter will count as shares present for the purpose of determining the presence or absence of a quorum at the Annual Meeting, but will not be included in determining the number of votes cast with respect to such matter. If you are a shareholder of record and you do not vote your proxy, no votes will be cast on your behalf on any of the items of business at the Annual Meeting unless you attend the Annual Meeting online and vote your shares there.

 

With Regard to Proposal No. 1. Votes may be cast in favor or withheld. If a quorum is present, the four director nominees receiving the greatest number of affirmative votes at the Annual Meeting, even though less than a majority, will be elected directors; therefore, votes withheld and broker non-votes will have no effect on the outcome of the election of directors.

 

With Regard to Proposal No. 2. Votes may be cast in favor or against, or a shareholder may abstain. If a quorum is present, approval of the ratification of the Company’s independent registered public accounting firm requires the affirmative vote of a majority of the votes cast on the matter. Abstentions will not be counted as votes cast on this proposal and will have no effect on whether such matter is approved.

 

With Regard to Proposal No. 3. Votes may be cast in favor or against, or a shareholder may abstain. If a quorum is present, approval of the compensation of our named executive officers requires the affirmative vote of a majority of the votes cast on the matter. Abstentions will not be counted as votes cast on this proposal and will have no effect on whether the matter is approved. As Proposal No. 3 is an advisory vote, the Board and our Compensation Committee will consider the shareholder vote, but it will not be binding on us.

 

With Regard to Abstentions and Broker Non-Votes. Abstentions from voting and broker non-votes (excluding Proposal No. 2, for which brokers have discretion to vote) are not treated as votes cast and are not counted in determining the voting results.

 

Shares Held of Record. If you are a shareholder of record and you do not vote your proxy, no votes will be cast on your behalf on the proposals at the Annual Meeting unless you attend the Annual Meeting online.

 

Beneficial Owners. If you are a beneficial owner of shares held in “street name” through a broker or other nominee, you cannot vote your shares virtually at the Annual Meeting unless you have obtained a legal proxy from your broker or nominee. Alternatively, you may provide voting instructions to your broker or other nominee by completing, signing and returning a voting instruction form that the broker or other nominee provides to you, or by using telephone or Internet voting arrangements described on the voting instruction form, the Notice of Internet Availability or other materials that the broker or other nominee provides to you.

 

Under the rules that guide brokers how to vote your stock, brokers who hold shares on behalf of beneficial owners have discretion to vote such shares with respect to matters deemed to be “routine” without receiving voting instructions from the beneficial owners of the shares. However, brokers and other nominees do not have discretion to vote such shares with respect to “non-routine” matters if they do not receive voting instructions from the beneficial owners of the shares. A “broker non-vote” occurs when a broker or other nominee does not vote on a particular matter because the broker or other nominee does not have discretionary voting authority for that item and has not received instructions from the beneficial owner of the shares or when a broker or other nominee for its own internal reasons elects not to vote uninstructed shares on a routine matter.

 

We expect that brokers will be allowed to exercise discretionary authority for beneficial owners who have not provided voting instructions ONLY with respect to Proposal No. 2, the ratification of the appointment of YHB as our independent registered public accounting firm for the year ending December 31, 2026, but not with respect to any of the other proposals to be voted on at the Annual Meeting. Accordingly, please provide voting instructions to your bank, broker or other nominee so that your shares may be voted on all other proposals.

 

When a brokerage firm votes its beneficial owners’ unvoted shares on routine matters, these shares are counted for purposes of establishing a quorum to conduct business at a meeting.

 

 

QUESTIONS AND ANSWERS

 

Why am I receiving proxy materials?

The Board of Directors of the Company is providing these materials to you in connection with the Board’s solicitation of proxies for use at our Annual Meeting, which will take place as a virtual-only, Internet webcast meeting without a physical location on Thursday, May 21, 2026, at 11:00 a.m., Eastern Time.

 

You are requested to vote on the items described in this Proxy Statement which includes information that is required under Securities and Exchange Commission (“SEC”) rules and designed to assist you in voting your shares.

 

Who may vote?

You may vote if you were a holder of Company common stock at the close of business on April 2, 2026, which is the record date of the Annual Meeting. Each share of common stock entitles its holder or the holders of a valid proxy for a shareholder to one vote on each matter to be voted on at the Annual Meeting.

 

You are invited to attend the Annual Meeting via the live webcast to vote on the proposals described in this Proxy Statement so long as you register to attend the Annual Meeting at proxydocs.com/MNSB by 5:00 p.m., Eastern Time, on May 20, 2026 (the “Registration Deadline”). You will be asked to provide the control number located inside the box on your proxy card (the “Control Number”) as described in the proxy card. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Annual Meeting, will be emailed to you.

 

Why are we holding a virtual-only, Internet webcast Annual Meeting?

The Board of Directors believes that it is in the best interests of the Company and its shareholders and employees to hold a “virtual-only,” Internet Annual Meeting via webcast again this year. We believe that a virtual meeting provides broad and convenient access for our shareholders who may participate in an expense reduced and environmentally sensitive manner. We have also considered the health and well-being of our attendees.

 

The virtual Annual Meeting will permit our shareholders of record to ask questions and to vote. We welcome shareholder views on the virtual meeting format and will consider these comments in making our decisions regarding future meetings.

 

How may I participate via the live webcast?

Shareholders whose shares are registered in their own name will be able to attend the Annual Meeting in the form of a live webcast, to listen to the Annual Meeting, vote on-line, and submit questions for discussion at the Annual Meeting from their home, office or any remote location that has Internet connectivity. This year’s Annual Meeting will be accessible through the Internet via a live webcast. Prior registration to attend the Annual Meeting by the Registration Deadline at proxydocs.com/MNSB is required. You are entitled to participate in the Annual Meeting if you were a shareholder as of close of business on our record date of April 2, 2026, or hold a valid proxy for the Annual Meeting. To be admitted to the Annual Meeting’s live webcast, you must register at proxydocs.com/MNSB by the Registration Deadline as described in the proxy card. As part of the registration process, you must enter the Control Number. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Annual Meeting, will be emailed to you. We encourage you to vote your shares on the enclosed proxy card by mail in advance of the Annual Meeting.

 

If your shares of common stock are registered in the name of your broker, bank, or other agent (rather than directly in your own name), you are the “beneficial owner” of those shares, and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card received to ensure that your vote is counted. You may also be eligible to vote your shares electronically over the Internet or by telephone through your bank or brokerage firm. Many banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information and provided you a voting instruction card, please complete, and promptly return your voting instruction card in the self-addressed, postage-paid envelope provided.

 

 

To vote online at the virtual Annual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Annual Meeting. Please follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank to request a legal proxy form.

 

This year’s shareholder question and answer session will include questions submitted in advance of the Annual Meeting. You may submit a question in advance of the Annual Meeting at proxydocs.com/MNSB after logging in with your Control Number.

 

Who can vote at the Annual Meeting?

You will be entitled to vote at the Annual Meeting if you owned your common stock, either as a shareholder of record or as a beneficial owner, as of the close of business on April 2, 2026. On the record date there were 7,324,049 shares of common stock outstanding. Holders of these outstanding shares are entitled to one vote for each share of common stock held by them as of April 2, 2026, at the Annual Meeting. Each shareholder is entitled to one vote per share of common stock held on all matters to be voted on by shareholders. Unless context requires otherwise, any reference to “shares” in this Proxy Statement refers to all shares of common stock entitled to vote at the Annual Meeting.

 

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, your proxy card contains instructions on how to vote via the Internet or by telephone. The Internet and telephone voting facilities for shareholders of record will close at 5:00 p.m., Eastern Time, on May 21, 2026. If your shares are held in an account at a brokerage firm, bank, trust, or similar organization, you are considered the “beneficial owner” of shares held in “street name.” You will receive instructions from your broker, bank, trustee, or other nominee that must be followed for your broker, bank, trustee, or other nominee to vote your shares per your instructions.

 

Holders of the Company’s outstanding Series A Preferred Stock have no voting power with respect to the matters to be considered and voted upon at the Annual Meeting.

 

How do I vote?

For Proposal No. 1, you may either vote “For” any or all the nominees to the Board of Directors of the Company, you may “Withhold” your vote from all the nominees, or you may “Withhold” your vote from any nominee you specify. You may not vote your proxy “For” the election of any persons other than the four named nominees.

 

With respect to Proposal No. 2 and Proposal No. 3, you may vote “For” or “Against,” or “Abstain” from voting, on the proposal.

 

Shareholder of Record: Shares Registered in Your Name

If you are a shareholder of record, you may vote by proxy using a proxy card, vote by proxy on the Internet or by telephone as set forth in the proxy card or vote at the Annual Meeting. Regardless of whether you plan to attend the Annual Meeting via webcast, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote if you have already voted by proxy.

 

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To vote using the proxy card, complete, date and sign the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

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To vote on the Internet, please follow the instructions provided on your proxy card.

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To vote by telephone, please follow the instructions provided on your proxy card.

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To vote during the Annual Meeting, you must do so through proxydocs.com/MNSB. To be admitted to the Annual Meeting and vote your shares, you must register by the Registration Deadline and provide the Control Number as described in the proxy card. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Annual Meeting, will be emailed to you.

 

 

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

See “Who can vote at the Annual Meeting?” for voting instructions if you beneficially own shares held in street name.

 

Who may I vote on?

You may vote on:

●

the election of four nominees to serve as directors, for three-year terms expiring in 2029;

●

the ratification of the appointment of YHB as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

●

an advisory, non-binding basis, to approve the compensation of the named executive officers; and

●

such other business as may properly come before the Annual Meeting, or any adjournment or postponement thereof.

 

How does the Board of Directors recommend I vote?

The Board of Directors of the Company recommends that you vote:

●

FOR each of the nominees for director;

●

FOR ratification of the appointment of YHB as our independent registered public accounting firm for 2026; and

●

FOR the proposal to approve, on an advisory, non-binding basis, the compensation of the named executive officers.

 

Does the voting process differ based upon how my shares are held?

Yes. Please read below and consider whether you are a shareholder of record of common stock, or a beneficial owner of common stock held in street name.

 

If I am a beneficial owner of Company shares held in street name, how do I vote?

If you are a beneficial owner of shares of our common stock held in street name (i.e., your shares are held by a broker) and you received a printed copy of these proxy materials by mail, you should have received a voting instruction card with these proxy materials from the organization that is the record owner of your shares rather than from us. If you are a beneficial owner of shares held in street name and you received a notice by mail, you should have received the notice from the organization that is the record owner of your shares rather than from us. Beneficial owners that received a printed copy of these proxy materials by mail from the record owner may complete and mail that voting instruction card or may vote by telephone or over the Internet as instructed by that organization in the voting instruction card. Beneficial owners that received a notice by mail from the record owner should follow the instructions included in the notice to view the Proxy Statement and transmit their voting instructions. If you provide specific voting instructions, your broker or nominee will vote your shares as you direct.

 

A beneficial owner planning to vote in person at the Annual Meeting must obtain a valid proxy from the record owner. To request the requisite proxy form, follow the instructions provided by your broker or contact your broker.

 

How do I vote Company common stock allocated to my MainStreet Bank 401(k) Retirement Plan?

If you are a participant in the MainStreet Bank 401(k) Retirement Plan (the “Retirement Plan”), you are receiving a proxy card that will serve as your voting instruction form on behalf of the Retirement Plan. Pursuant to the Retirement Plan, you are entitled to direct the administrator how to vote the shares credited to your account in the Retirement Plan. If a Retirement Plan participant does not direct the Retirement Plan administrator as to how to vote the common stock allocated to the participant’s Retirement Plan account, the administrator, subject to its fiduciary duty, will vote such common stock in the same proportion as it has received voting instructions from other Plan participants. The deadline for return of your Retirement Plan voting instructions is May 18, 2026, at 5:00 p.m., Eastern Time.

 

 

May I change my vote?

If you are a holder of record of shares of common stock, you may change your vote or revoke your proxy at any time before your shares are voted at the Annual Meeting by:

 

●

Voting again by telephone or over the Internet,

●

sending us a proxy card dated later than your last vote,

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notifying the Company’s Secretary in writing, or

●

attending the Annual Meeting and submitting an electronic ballot.

 

How many votes do the proposals need to be approved?

Directors are elected by a plurality of the votes cast (Proposal No. 1). Shareholders may vote “FOR” or “WITHHOLD” authority to vote for each nominee for the Board of Directors of the Company. If you withhold authority to vote with respect to any nominee, your shares will be counted for purposes of establishing a quorum but will have no effect on the election of that nominee.

 

The affirmative vote of a majority of the votes cast is required for ratification of the appointment of the independent registered public accounting firm (Proposal No. 2) and for approval of the compensation of the named executive officers (Proposal No. 3). Approval of Proposal No. 2 and Proposal 3 will not be binding on us.

 

If you are a registered holder of Company common stock and you sign and submit your proxy card without voting instructions, your shares will be counted for purposes of establishing a quorum and will be voted “FOR” each director nominee (Proposal No. 1), “FOR” ratification of the appointment of YHB (Proposal No. 2) and “FOR” approval of the compensation of the named executive officers (Proposal No. 3).

 

Is cumulative voting permitted for the election of directors?

No. You may not accumulate your vote for the election of directors.

 

What are broker non-votes?

A broker “non-vote” occurs when your broker submits a proxy for your shares but does not indicate a vote for a particular proposal because the broker does not have discretionary authority to vote and has not received specific instructions from you. Under current regulations, if your broker holds your shares (i.e., your shares are held in “street name”) and delivers this Proxy Statement to you, the broker generally has authority to vote the shares on “routine” matters. Proposal Two is a matter we believe will be considered “routine”; even if the broker does not receive instructions from you, the broker is entitled to vote your shares in connection with Proposal No. 2. Proposals No. 1 and No. 3 are matters we believe will be considered “non-routine”; the broker is not entitled to vote your shares without instructions. Shares held in street name which have been designated by brokers as not voted (“broker non-votes”) will not be counted as votes cast. Broker non-votes, however, will be treated as shares present for purposes of determining a quorum. Certain brokers may not be able to exercise discretionary authority with respect to even routine items depending on the rules of the exchange or market of which the broker is a member.

 

How many outstanding shares of Company common stock are there?

At the close of business on April 2, 2026, which is the record date for the Annual Meeting, there were 7,324,049 shares of Company common stock outstanding and entitled to vote.

 

 

What constitutes a quorum?

The presence, in person or by proxy, of the holders of one-third of the shares entitled to vote will constitute a quorum at the Annual Meeting. Only shareholders of record at the close of business on April 2, 2026, are entitled to notice of, and to vote at, the Annual Meeting. We intend to include as present: shares present but not voting; shares for which we have received proxies but for which holders have abstained from voting; and shares represented by proxies returned by a bank, broker or other nominee holding shares.

 

Will my vote be confidential?

Proxy instructions, ballots, and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, and to facilitate a successful proxy solicitation.

 

How will voting be conducted on other matters raised at the Annual Meeting?

The form of proxy confers discretionary authority on the persons named therein to vote with respect to the election of any person as a director where the nominee is unable to serve or for good cause will not serve. It also confers discretionary authority with respect to matters incident to the conduct of the Annual Meeting and with respect to any other matter presented to the Annual Meeting if notice of such matter has not been delivered to us in accordance with our Restated Articles of Incorporation and Bylaws. Except for procedural matters incident to the conduct of the Annual Meeting, we do not know of any other matters that are to come before the Annual Meeting. If any other matters are properly brought before the Annual Meeting as to which proxies in the accompanying form confer discretionary authority, the persons named in the accompanying proxy will vote the shares represented by such proxies on such matters as determined by a majority of the Board of Directors.

 

Who will bear the cost of soliciting votes for the Annual Meeting?

We will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials and soliciting votes. Solicitations of proxies or votes may be made in person, by telephone, or by electronic communication by our directors, officers, and other regular associates, who will not receive any additional compensation for such solicitation activities. We will reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable expenses for forwarding materials to the beneficial owners of shares held of record by others.

 

If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur.

 

Where can you find results of the Annual Meeting?

The Company plans to announce preliminary voting results at the Annual Meeting. We will publish final voting results in a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting.

 

CORPORATE GOVERNANCE

Boards of Directors

The current members of the Company’s Board of Directors are:

 

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Jeff W. Dick, Paul Thomas Haddock, Wendy Adeler Hall and Terry M. Saeger, whose terms expire in 2026, and who are nominees for election at the Annual Meeting for a term of three years;

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Charles C. Brockett, Thomas J. Chmelik and Patsy I. Rust, whose terms expire in 2027; and

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Rafael E. DeLeon, Darrell Green and Russell Echlov, whose terms expire in 2028.

 

All current members of the Company’s Board of Directors other than Mr. Brockett also serve as members of the Board of Directors of MainStreet Bank (the “Bank”). Abdul Hersiburane, President of the Bank, and Morgan Higgins are additional members of the Bank’s Board of Directors.

 

 

Board Supervision

The Board of Directors has adopted a Board Supervision Policy which outlines the Board’s responsibilities and duties to protect the interests of the Company’s shareholders and the Bank’s customers. The Policy addresses matters relating to the Board’s oversight, including assessment of growth and planning strategies on an ongoing basis; assessment of the Company’s performance and financial condition; assessment of management’s performance; assessment of the Board’s processes and procedures to better manage its own performance; and determination of director compensation. Board members acknowledge their duty of being diligent and loyal in the performance of their responsibilities.

 

Board Independence

The Board of Directors has reviewed the relationships that each director has with other parties. Only those directors who do not have any of the categorical relationships that preclude them from being independent within the meaning of applicable Nasdaq listing standards and who the Board of Directors affirmatively determines have no relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director are “independent directors.” The Board of Directors has reviewed several factors, including applicable Nasdaq listing standards, to evaluate the independence of each of its members, both as directors and as members of specific Board committees. These factors include its members’ current and former relationships with us and competitors, suppliers, and clients; their relationships with management and other directors; the relationships their current and former employers have with us; and the relationships between us and other companies of which our Board members are directors or executive officers. After evaluating these factors, the Board of Directors has determined that, as of the date of this Proxy Statement, all current directors and nominees, other than Messrs. Dick and Chmelik, are and will be independent directors of the Company within the meaning of applicable Nasdaq listing standards. The Board believes that all members of the Compensation, Nominating, and Audit and Risk Committees are independent under applicable committee independence standards. Independent Board members met in executive sessions without management present three times during the year ended December 31, 2025.

 

Codes of Ethics

The Company has adopted a Code of Ethics and Business Conduct that applies to all the Company’s and the Bank’s directors, officers, and other employees. The Company has also adopted a Code of Ethics for Senior Financial Officers. The Codes of Ethics are available on the “Investor Relations” page of our website, ir.mstreetbank.com/governance/governance-documents. Amendments to and waivers from the Code of Ethics for Senior Financial Officers will also be disclosed on our website. We may elect to disclose any such amendment or waiver in a report on Form 8-K filed with the SEC in addition to or in lieu of the website disclosure.

 

The Code of Ethics and Business Conduct is applicable to all employees. It is the Company’s policy that all employees conduct their business affairs in such a manner and with such ethics and integrity that no conflict of interest, either real or implied, can be construed. Each employee is responsible to uphold and comply with this Code. Potential conflicts of interest identified in the Code include self-dealing, outside employment and other activities, corporate opportunities, management interlocks, improper gifts/payments to employees, relationships with suppliers, confidentiality of customers’ and corporate information, insider trading, and relationships with government officials.

 

It is expected that all directors, officers, and employees act in accordance with the highest standards of personal and professional conduct in all aspects of their employment and association with the Company and the Bank, to comply with all applicable laws, rules, and regulations and to adhere to all policies and procedures adopted by the Company and the Bank.

 

Board Leadership and Oversight

The Board of Directors combines the position of Chairman of the Board with the position of Chief Executive Officer, coupled with a Lead Independent Director position to further strengthen the Company’s corporate governance structure. Terry Saeger serves as Vice Chairman of the Board and Lead Independent Director. The Board of Directors believes this provides an efficient and effective leadership model for the Company.

 

 

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Combining the Chairman of the Board and Chief Executive Officer positions promotes clear accountability, effective decision-making, and alignment on corporate strategy. Our Chief Executive Officer, who is a co­ founder of the Bank, has always been the CEO and has served as Chairman since 2009. He has extensive knowledge of all aspects of our current business and operations and our prospects which he communicates to the Board. He is particularly focused on the development and execution of our current strategic plans and investments for future growth.

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The Vice Chairman and Lead Independent Director provides a means for our independent Directors to meet and discuss all issues and concerns that arise on an ongoing basis. The Lead Independent Director can independently engage external resources as needed to follow-up on issues and concerns. The Lead Independent Director also acts as a Liaison to the Chairman to follow-up and share concerns raised by the independent Directors.

 

The Board of Directors also believes administration of its risk oversight function is enhanced by the Board’s leadership structure. To assure effective independent oversight, the Board has adopted good governance practices, including:

 

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The Lead Independent Director can call for executive sessions of the independent directors as needed,

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The independent Compensation Committee conducts performance evaluations of the Chairman of the Board and Chief Executive Officer, and works with management to evaluate risks posed by our compensation programs and limit unnecessary or excessive risks these programs may pose to the Company, and

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The Nominating Committee is responsible for the selection and nomination of Directors and is made up exclusively of independent Directors.

 

Risk Management

The Board of Directors is actively involved throughout the year in oversight of risks that could affect the Company. This oversight is conducted in part through the Audit and Risk Committee of the Board of Directors, but the full Board of Directors has retained responsibility for general oversight of risks.

 

The Chief Risk Officer is a seasoned banker with appropriate education and training in his field. This individual has an independent reporting line to the Audit and Risk Committee and is free to contact independent Directors whenever he feels the need to do so. Through this individual, the Audit and Risk Committee receive information on areas of material risks to the Company, including credit, liquidity, market, interest rate, legal and compliance, operational, technology, strategic, and reputational risks. This individual enables the Audit and Risk Committee and the Board of Directors to be informed of the risk identification, risk management and risk strategies employed by management.

 

The Board of Directors satisfies this responsibility through full reports by the Audit and Risk Committee regarding its considerations and actions regarding risk management and risk mitigation strategies, regular reports directly from officers responsible for oversight of risks within the Company, and through internal and external audits. This reporting and governance structure is intended to ensure that information is analyzed and reported to the Board of Directors, and to enable the Board of Directors and the Audit and Risk Committee to coordinate their risk oversight roles with respect to risk interrelationships. The Audit and Risk Committee conducts an annual assessment of its performance and capabilities.

 

 

The Audit and Risk Committee on a periodic basis meets with and receives reports from management regarding actions and strategies to address current and ongoing cybersecurity risks. These reports and the related processes have been integrated into the Company’s overall risk management system. In addition, these reports are presented to the Board of Directors. Reports to the Audit and Risk Committee address, among other things, the threat environment, vulnerability assessments, specific cyber incidents, information security assessments of third-party service providers, and management’s efforts to monitor, deter and prevent cyber threats.

 

From time to time the Company has experienced cybersecurity incidents, but no such incident has materially affected our business strategy, results of operations, or financial condition. There can be no guarantee that the Company will not experience such an incident in the future.

 

Risks relating to the direct operations of the Bank are further overseen by the Board of Directors of the Bank. The Board of Directors of the Bank also has additional committees that conduct risk oversight separate from the Company. Further, the Board of Directors of the Bank oversees risks through the establishment of policies and procedures that are designed to guide daily operations in a manner consistent with applicable laws, rules, regulations, and risks acceptable to the organization.

 

Risk is inherent with every business, particularly financial institutions. We face multiple risks, including credit risk, market risk, interest rate risk, liquidity risk, technology risk, operational risk, legal and compliance risk, strategic risk and reputation risk. Management is responsible for the day-to-day identification, assessment and management of cybersecurity and other risks the Company faces, while the Board and its committees have responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. Senior management meets regularly to discuss strategy and risks facing the Company. Senior management attends the Board of Directors meetings and is available to address any questions or concerns raised by the Board on risk management and any other matters. The independent members of the Board of Directors provide independent oversight of the Company’s management and affairs.

Policy for Recovery of Erroneously Awarded Compensation

Our Board of Directors has approved and adopted a Policy for the Recovery of Erroneously Awarded Compensation (a “Clawback Policy”) in compliance with Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Nasdaq listing standards for recovery of compensation from the Company’s current and former executive officers under certain incentive-based circumstances. The Clawback Policy provides that in the event the Company is required to restate financial results due to material noncompliance with any financial reporting requirement under the securities laws, the Compensation Committee or the Board may seek recovery of “Erroneously Awarded Compensation,” which means the amount of incentive-based compensation that exceeds the amount of such compensation that otherwise would have been received had it been determined based on the restated financial results. The timing and method for recouping Erroneously Awarded Compensation may include, without limitation: (a) seeking reimbursement of all or part of any cash or equity-based award, (b) cancelling prior cash or equity-based awards, whether vested or unvested or paid or unpaid, (c) cancelling or offsetting against base salary and/or any planned future cash or equity-based awards, (d) forfeiture of deferred compensation, subject to compliance with Section 409A of the Internal Revenue Code, and (e) any other method that does not contravene any applicable law, including without limitation, Section 409A of the Internal Revenue Code.

Policy Against Pledging Company Stock

The Board of Directors believes that ownership of the Company’s capital stock by executive officers and directors promotes alignment of interest with shareholders. The Board recognizes that pledging by executive officers and directors of the Company’s capital stock as collateral for indebtedness creates the risk of an unplanned sale that may occur at a time when the director or executive officer is aware of material nonpublic information or is otherwise not permitted to trade in the Company’s capital stock.

 

This policy applies to transactions in Company capital stock by members of the Board and officers who are subject to the reporting requirement of Section 16 of the Exchange Act.

 

Executive officers and directors shall not, directly, or indirectly, pledge, hypothecate, or otherwise encumber shares of Company capital stock as collateral for indebtedness. This prohibition includes, but is not limited to, holding such shares in a margin account or any other account that could cause the capital stock to be subject to a margin call or otherwise be available as collateral for a margin loan.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires each of our directors, certain officers, and each beneficial owner of more than 10% of our common stock, to file with the SEC an initial report of the person’s beneficial ownership of our equity securities and subsequent reports regarding changes in ownership. These directors, officers, and greater than 10% shareholders are required to furnish us with copies of all Section 16(a) forms and certain other forms that they file. Based on reports filed by and representations of our directors and officers, we believe that, except as described below, each of our directors and officers subject to Section 16(a) reporting requirements with respect to the Company satisfied all requirements during 2025.

 

In 2025 while confirming Section 16(a) beneficial ownership as of December 31, 2025, it was determined that Russell Echlov, a director of the Company, had inadvertently failed to report on Form 4 one open market purchase of shares through a personal dividend reinvestment account with a brokerage firm. Upon recognition of the reporting error, Mr. Echlov reported his purchase of shares on Form 5 that was timely filed.

 

Director Stock Ownership Guidelines

The Board of Directors believes that it is appropriate and in the best interests of the Company and its shareholders for Board members to make and maintain a significant investment in the Company, so that their financial interests are aligned with the long-term interests of our shareholders. To foster director stock ownership, the Board has adopted Director Stock Ownership Guidelines (the “Guidelines”).

 

Board members will be expected to maintain an investment in the Company’s common stock equal to a minimum of $100,000 of fair market value within three years of being first elected or appointed as a director (or within three years following Board adoption of the Guidelines, if later). The dollar amount of stock ownership may be adjusted from time to time by action of the Board. Directors must maintain free and clear ownership of all shares required to meet the applicable Guidelines. All shares deemed beneficially owned under SEC Rule 13d-3 are counted towards satisfaction of the Guidelines.

 

 

Once achieved, ownership of the Guidelines amount must be maintained for as long as the individual remains a director. Any subsequent reduction in market value will not necessitate a further investment to comply.

 

Until a director meets the minimum stock ownership amount, 100% of all cash compensation payable to the director for service to the Company or the Bank will be paid in the form of common stock valued as of the date of payment as permitted in accordance with the Company’s equity incentive plans. Until such a time, a director also is required to retain an amount equal to not less than 100% of the net shares received because of the exercise of Company stock options or the vesting of restricted stock awards. “Net shares” are those shares that remain after shares are sold or netted to pay the exercise price of stock options (if applicable).

 

The Guidelines are administered and interpreted by the Nominating Committee of the Board of Directors. The Guidelines may be waived for individual directors, at the Committee’s discretion, if compliance would create hardship or prevent a director from complying with a court order.

 

Director Attendance

The Board of Directors conducts its business through meetings of the board and through activities of its committees. During the year ended December 31, 2025, the Board of Directors met a total of 12 times, including regularly scheduled meetings and special meetings. No director attended fewer than 75% of the total meetings of the Board of Directors and meetings of the committees on which he or she served during the year ended December 31, 2025. The Board encourages, but does not require, directors to attend annual meetings of shareholders. All directors attended the virtual-only 2024 Annual Meeting of Shareholders.

 

Committees of the Board of Directors

We conduct business through meetings of our Board of Directors and its committees. The Board of Directors of the Company has established standing committees, including a Nominating Committee, a Compensation Committee and an Audit and Risk Committee. Each of these committees operates under a written charter, which governs its composition, responsibilities, and operations. The table below sets forth the directors serving on each of the listed standing committees.

 

Nominating		Compensation		Audit and Risk
Patsy J. Rust*		Terry M. Saeger*		Rafael E. DeLeon*
Rafael E. DeLeon		Russell Echlov		Russell Echlov
Russell Echlov		Rafael E. DeLeon		Paul Thomas Haddock
Darrell Green		Paul Thomas Haddock		Patsy I. Rust
Paul Thomas Haddock		Wendy Adeler Hall		Terry M. Saeger
Wendy Adeler Hall		Patsy I. Rust
Terry M. Saeger

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*         Denotes committee chair.

 

Nominating Committee. The Nominating Committee met one time during the fiscal year ended December 31, 2025. The Board of Directors has adopted a written Charter for the Nominating Committee that is available on the “Investor Relations” page of our website, ir.mstreetbank.com/governance/governance-documents. The Company does not pay fees to any third party to identify or evaluate or assist in identifying or evaluating potential nominees. The process for identifying and evaluating potential Board nominees includes soliciting recommendations from directors and officers of the Company. Additionally, the Nominating Committee will consider persons recommended by shareholders of the Company in selecting the Board’s nominees for election. There is no difference in the way persons recommended by directors or officers versus persons recommended by shareholders in selecting Board nominees are evaluated.

 

 

Only persons who are nominated in accordance with the procedures set forth in our Bylaws will be eligible for election as directors. Nominations of persons for election to the Board of Directors of the Company may be made at a meeting of shareholders at which directors are to be elected only by or at the direction of the Board of Directors or by any shareholder of the Company entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in the Bylaws. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made by timely notice in writing to the Company’s Corporate Secretary. For additional information, see “Shareholder Proposals.”

 

These requirements apply to all shareholder proposals and nominations, without regard to whether the proposals or nominations are required to be included in the Company’s Proxy Statement or form of proxy.

 

To be timely under the Bylaws, notice of a shareholder’s nomination or other business for the Annual Meeting must have been delivered to the Secretary of the Company at its principal executive office not later than the close of business on the 120^th calendar day prior to the first anniversary of May 21, 2025, the preceding year’s annual meeting date, or not later than January 21, 2026.

 

Compensation Committee. The Compensation Committee oversees the Company’s executive compensation and benefit policies and practices. The Committee met one time during the 2025 fiscal year. The Board of Directors has adopted a written Charter for the Compensation Committee that is available on the “Investor Relations” page of our website, ir.mstreetbank.com/governance/governance-documents.

 

The Compensation Committee is responsible for establishing the Company’s compensation philosophy, developing compensation guidelines, establishing (or recommending to the entire Board of Directors) the compensation of executive officers, and assessing any risks arising from its compensation policies and practices that may have an adverse effect on the Company. No executive officer participates with respect to decisions on his or her compensation. The Compensation Committee may retain, at its discretion, compensation consultants to assist it in making compensation related decisions.

 

In consultation with management, the Compensation Committee also oversees the Company’s compliance with applicable laws and regulations and Nasdaq listing standards governing compensation, including establishing, maintaining, and administering policies for the recovery, or clawback, of erroneously awarded compensation, and, if necessary, recommending to the Board of Directors revisions or additions to such policies. For a description of the Company’s Clawback Policy, see “Corporate Governance.”

 

The Compensation Committee’s goal is to determine appropriate compensation levels that will enable the Company to, among other things: attract, retain and motivate an experienced, competent executive management team; reward the executive management team for the enhancement of shareholder value based on our annual performance and the market price of our stock; provide compensation rewards that are adequately balanced between short-term and long-term performance goals; and maintain compensation levels that are competitive with other financial institutions, particularly those comparable in asset size and market area.

 

The Compensation Committee considers several factors in its decisions regarding executive compensation, including, but not limited to, the level of responsibility and performance of the individual executive officers and the overall performance of the Company. The Compensation Committee also considers the recommendations of senior management with respect to the compensation of executive officers and on matters of compensation philosophy, plan design and general guidelines for employee compensation. However, the Chairman and Chief Executive Officer does not vote on and is not present for any discussion of his own compensation.

 

Audit and Risk Committee. The Audit and Risk Committee has oversight responsibility for the quality and integrity of our financial statements. The Audit and Risk Committee meets privately with the independent registered public accounting firm, has authority to retain and dismiss the independent registered public accounting firm and reviews their performance and independence from management. The independent registered public accounting firm has unrestricted access and reports directly to the Audit and Risk Committee. The Audit and Risk Committee met six times during 2025.

 

 

The primary functions of the Audit and Risk Committee are to oversee: (i) the audit of the financial statements of the Company provided to the SEC, the shareholders, and the general public; (ii) the Company’s internal financial and accounting processes; and (iii) the internal audit process. Additionally, the Audit and Risk Committee has responsibilities with respect to: (i) complaints relating to accounting, internal accounting controls or auditing matters; (ii) authority to engage advisors; and (iii) funding as determined by the Audit and Risk Committee. The Audit and Risk Committee also monitors our compliance with legal and regulatory requirements.

 

The Audit and Risk Committee has adopted a policy concerning approval of audit and non-audit services to be provided to us by our independent registered public accounting firm. The policy requires that all services to be provided by the independent registered public accounting firm, including audit services, and permitted audit-related and non-audit services, must be pre-approved by the Audit and Risk Committee. The Audit and Risk Committee pre-approved all audit and non-audit services provided by YHB during 2025. The Audit and Risk Committee will also pre-approve 2026 services to be provided by YHB.

 

The Board of Directors has adopted a written Charter for the Audit and Risk Committee that is available on the “Investor Relations” page of our website, ir.mstreetbank.com/governance/governance-documents.

 

The Audit and Risk Committee is authorized to conduct an appropriate review of all related party transactions for potential conflict of interest situations to determine that the related party transaction is consistent with the best interests of the Company and our shareholders. The term “related party transaction” generally means a transaction, arrangement, or relationship (or any series of the same) in which we or our subsidiaries are or will be a participant and the amount involved exceeds $120,000, and in which the related party has or will have a direct or indirect interest. A related party generally means a director, nominee or executive officer of the Company, a person known to be the beneficial owner of more than 5% of our common stock, and any “immediate family member” of the foregoing persons (as defined by the SEC).

 

Audit Committee Financial Expert. The Board of Directors has determined that Russell Echlov is an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K of the SEC. Mr. Echlov is considered an independent director under the rules of The Nasdaq Stock Market, including the specific independence requirements for audit committee members.

 

Board Refreshment

The Board and the Nominating Committee strive to identify highly qualified nominees. In 2025, the Board elected one new director, Wendy Adeler Hall, who was appointed to the Board to serve until and for election at the Annual Meeting. The Board and the Committee believe the director nominees standing for election at the Annual Meeting possess an appropriate and diverse mix of experiences and perspectives to serve the best interests of our shareholders, employees, and customers.

 

Shareholder Outreach and Communications

Shareholder outreach is an integral part of the Company’s investor relations philosophy, as shareholders provide us insight on a variety of topics. The Company’s management meets with investors throughout the year in various investor relations venues. In addition to discussing industry matters and the Company’s performance, investors provide feedback regarding the Company’s strategic direction.

 

Shareholders may communicate with the Board of Directors by writing the Company’s Corporate Secretary, Thomas J. Chmelik, at the following address: 10089 Fairfax Boulevard, Fairfax, Virginia 22030. Our general policy is to forward, and not to intentionally screen, any mail received at our corporate office.

 

 

PROPOSAL ONE -
ELECTION OF DIRECTORS

 

The Board of Directors currently consists of ten directors.  Under the Company’s Restated Articles of Incorporation and Bylaws, the Board of Directors is divided into three groups (Group I, Group II and Group III) as nearly equal in number as possible. Except for director elections outside of the Annual Meeting, directors in only one group are elected each year, each for a three-year term. This year, four individuals have been nominated for election as directors of the Company for terms to expire at the 2029 Annual Meeting of Shareholders or until their successors are elected and qualify. All of our nominees are incumbents whose terms will expire at the Annual Meeting.

 

The Board of Directors is not aware of any immediate family relationship among any director, executive officer or person nominated to become a director; nor is the Board of Directors aware of any involvement of any director, executive officer or director nominee in any legal proceedings that would be material to an evaluation of the ability or integrity of any director, executive officer, or director nominee.

 

Each director nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. If a nominee is unable to stand for election, the Board of Directors may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you have withheld authority. At this time, we are not aware of any reason why a nominee might be unable to serve if elected.

 

The discussion below sets forth information regarding each director of the Company and each nominee for director, including his or her age, position on the Board and term of office. The Nominating Committee of the Board of Directors recommends nominees to the Board of Directors for election as directors. All members of the Board of Directors, except for Mr. Brockett, also serve as directors of the Bank.

 

The Board of Directors recommends a vote “FOR” the nominees set forth below.

 

Nominees for Election

Jeff W. Dick, 65, joined the Bank in 2003 and has served as the Chief Executive Officer and a director of the Bank since its inception. Mr. Dick also served as President of the Company and the Bank until January 2017 when Mr. Brockett joined the organization. Mr. Dick reassumed the position of Company President upon Mr. Brockett’s retirement in March 2022. From 1999 until January 2003, he served in various positions at Millennium Bank, N.A., including Executive Vice President and as a member of the board of directors. Prior to this, Mr. Dick was an advisor to the Bank of England and Financial Services Authority from 1996 to 1999. In this role he assisted in their efforts to modernize their risk-based approach to banking supervision. Mr. Dick began his banking career with the Office of the Comptroller of the Currency in 1983 as a Field Examiner, and he became a Field Manager in Washington, D.C. in 1993. Mr. Dick served on the boards of ICBA Services and ICBA Bancard. He is a Past Chairman and director of the Virginia Association of Community Banks. Mr. Dick was a member of the Federal Reserve Bank of Richmond Payments Advisory Council, The Clearing House Real Time Payments Advisory Committee, and the Federal Delegates Board of the Independent Community Bankers of America. He has a Diploma from the Imperial College London in Management and a B.S.B.A. in both accounting and management from the University of North Dakota. Mr. Dick earned his Executive M.B.A. (with distinction) from the University of London Imperial College of Science, Technology and Medicine.

 

Summary of director qualifications for Mr. Dick – Mr. Dick is a co-founder and organizer of the Bank. Mr. Dick has served as Chief Executive Officer of the Bank and the Company since their inceptions. He became the Chairman of the Board and Chair of the Executive Committee of the Bank in 2009 and serves as Chairman of the Board of the Company. In his role as an advisor to the Bank of England, he assisted in their efforts to modernize their risk-based approach to banking supervision. Mr. Dick gained valuable banking knowledge through his service as a director, Chief Lending Officer, and Executive Vice President of another community bank. We believe that Mr. Dick’s careers in domestic and international risk-based banking supervision and in community banking, along with his education, have directly benefited his roles as Chairman of the Board, President and Chief Executive Officer. In addition, Mr. Dick’s business background in the local community, as well as his involvement in civic organizations, has provided him with a strong depth of business contacts which continues to prove to be beneficial for the Bank.

 

 

Paul Thomas Haddock, 86, has served as a director of the Bank since 2003. Mr. Haddock is currently the President of Azure, Inc., a privately held company which he formed in 1984 to assist up-and-coming entrepreneurs and small businesses in developing and implementing effective business models. From 1981 to 1999, he created and managed Vacation Places, a commercial real estate and vacation property management company. Prior to 1981, he was involved in high-tech engineering pursuits at Westinghouse Electric Corporation in Baltimore, Maryland, and Scope Inc., in Reston, Virginia. He was employed as an engineer by Westinghouse from 1958 to 1965 working on radar systems and satellites, and he was employed in various engineering and managerial positions at Scope Inc. from 1965 to 1981. Since 1983, Mr. Haddock has served on the boards of directors for seven property associations located in Maryland, Florida and Virginia. He is currently President of the Stuart Professional Village in Herndon, Virginia, Vice President of the Grant Business Center in Herndon, Virginia, and Director at Dulles Crossroads Condominium Association in Herndon, Virginia. He received his B.S. in Electrical Engineering at Johns Hopkins University in 1963. He subsequently received his B.S. in Industrial Engineering in 1964 and a master’s in liberal arts degree in 1967 also from Johns Hopkins University.

 

Summary of director qualifications for Mr. Haddock – Mr. Haddock is a founding director of the Bank. Mr. Haddock also serves as Chair of the Loan Committee. Throughout his career, he has invested in land, commercial and residential real estate in the Washington, D.C. metropolitan area. His ownership of real estate has involved considerable risk analysis and the establishment of a measured risk tolerance. Mr. Haddock has counseled countless entrepreneurs and small business owners over the years to solve problems in many different types of industries. Additionally, he became a trained professional mediator in 1991, and was actively involved in resolving business disputes of all kinds until 2008. We believe that Mr. Haddock’s significant depth of knowledge of the real estate industry has proven to be very beneficial to the Board. In addition, his accumulated knowledge of purchasing, financing, developing, managing, and maintaining real properties has proven invaluable to the Loan Committee. Mr. Haddock’s work with small business development and dispute resolution has provided him with an ability to solve problems and search for resolutions. Mr. Haddock dedicates significant time and energy to the Board and continues to drive business opportunities to the lending and deposit-gathering staff.

 

Wendy Adeler Hall, 55, was appointed to the Board of Directors of the Company and the Bank, effective October 16, 2025. She filled the vacancy left by the retirement of Elizabeth Bennet. Ms. Adeler Hall brings over three decades of leadership experience in retail business development, marketing, and strategic growth for Adeler Jewelers and The Jorge Adeler Collection. She spearheaded the national expansion plan of the business to place The Jorge Adeler Collection with elite national retailers. Ms. Adeler Hall's efforts also secured features in major fashion publications, significantly elevating the brand's national profile. The Adeler family has held an investment in the Company since its inception, and Adeler Jewelers was one of the Bank's first customers. Prior to joining Adeler Jewelers, Ms. Adeler Hall was the founder of a multi-location gourmet food store and has consistently demonstrated a strong record of entrepreneurial success within the Northern Virginia community. She is a graduate of George Mason University with a B.A. in Political Science and a minor in Public Policy.

 

Summary of director qualifications for Ms. Adeler Hall –Ms. Adeler Hall believes that community engagement is essential to business success. Guided by the idea that philanthropy and professional achievement go hand in hand, she brings strategic vision and a passion for service to her role at Adeler Jewelers and The Jorge Adeler Collection. Her philanthropic work includes organizing the Great Falls Children's Spring Festival for over 20 years, formerly chairing the Capital Hospice Gala, and co-chairing several galas supporting brain and behavioral health research. We believe that Ms. Adeler Hall’s business development and marketing career, as well as her community and philanthropic relationships and experience in our banking market, are beneficial to the Company and the Bank.

 

 

Terry M. Saeger, 64, has served as a director of the Bank since 2011. Mr. Saeger has served as CEO and President of The Saeger Group, LLC, since 2005.  In this capacity he works with CEOs and other executives of public and private companies to improve company performance and their leadership skills. He is also a Senior Business Counselor for the George Mason University Small Business Development Center where he has advised over 500 small businesses in the Bank’s market area since 2020. He previously served as Chief Executive Officer for Conservation Solutions, Inc., a conservator of art, architecture and artifacts (2016 to 2018). Mr. Saeger was Senior Vice President and General Manager at Volt Delta Resources, LLC, a telecommunications technology and software as a service business (2008 to 2015) and Executive Vice President at Humach, Inc., a software as a service customer experience solutions provider. Mr. Saeger has a B.S. in Industrial Engineering and Management from North Dakota State University and did post-graduate studies in Computer Integrated Manufacturing at Brigham Young University. 

 

Summary of director qualifications for Mr. Saeger – Mr. Saeger joined the Board of the Bank in 2011 and currently serves as the Vice Chair and Lead Independent Director. He serves as the Chair of the Information Technology Committee of the Company and the Bank, and the Compensation Committee of the Company and the Bank. Mr. Saeger also attends all other Company and Bank Committee meetings in his role as Vice Chairman. Mr. Saeger is a member of the National Association of Corporate Directors (“NACD”) and holds Directorship Certification by NACD which is their highest level of professional Director certification focused on governance and best practices for public company boards of directors. Mr. Saeger’s commitment to Board governance has been recognized by NACD as he has been selected as a Subject Matter Expert for the revision of the NACD Directorship Certification examination program in 2025. He also has attained, and maintained, a Certificate in Cyber-Risk Oversight for Directors from NACD/Ridge Global/Carnegie Mellon University’s CERT Software Engineering Institute.  Mr. Saeger has over 25 years of experience in technology, software as a service, intellectual property, sales and management and is focused on helping build business value for all stakeholders of the Company. In his career he has overseen/managed accounting professionals, been responsible for financial audits, and been required to attest to internal controls for public company financial reporting. He emphasizes integrity and open communication and brings to the Board a wealth of experience in organizational structure, planning and forecasting. As our Lead Independent Director, Mr. Saeger’s responsibilities include working with the Chairman to set agendas for Board meetings and chairing meetings of the Board’s independent directors. 

 

Incumbent Directors Serving for Terms Expiring in 2027

Charles C. Brockett, 62, has served as a director of the Company since January 2017, when he also became President of the Company and the Bank. In July 2020, Mr. Brockett retired as President and a director of the Bank. Effective March 31, 2022, Mr. Brockett retired as President of the Company. Mr. Brockett’s employment agreement with the Company terminated on December 31, 2021. Mr. Brockett continues to serve as a member of the Board of Directors of the Company.

 

Prior to joining the Company, Mr. Brockett was Executive Vice President, Director of Operations at Eagle Bank. Mr. Brockett held this position beginning in 2014 (following Eagle Bancorp’s completion of its acquisition of Virginia Heritage Bank) until May 2016. In this role, Mr. Brockett had direct oversight responsibility for all of the retail banking operations, deposit and loan operations, information technology, residential lending operations, marketing, customer service, and facilities. His tenure at Virginia Heritage Bank began in 2005 where he was one of the initial founders and worked throughout the entire initial capital raise, regulatory application, and ultimate opening. He served on the board of directors throughout the bank’s existence as well as Chief Financial Officer, and in 2010 assumed the role of Chief Operating Officer. At the time of its acquisition by Eagle Bancorp, Virginia Heritage Bank had grown to approximately $950 million in total assets with five branches.

 

From 1998 until 2005, Mr. Brockett was Managing Partner of Enterprise Financial Consulting, a Northern Virginia-based financial consulting firm which he founded in 1998. The firm specialized in the areas of accounting, finance and corporate governance such as compliance with the Sarbanes-Oxley Act of 2002. His clients included financial institutions, and technology and other middle market companies.

 

 

Summary of director qualifications for Mr. Brockett ― Mr. Brockett has spent most of his career in banking, having started in 1980 with First Commercial Bank in Arlington, Virginia. He has held positions of increasing responsibility, including residential, consumer and commercial lending, credit management, compliance, enterprise risk management and accounting. In addition to banking, Mr. Brockett spent several years in public accounting/consulting specializing in areas such as internal controls over financial reporting. Mr. Brockett is a licensed Certified Public Accountant in the Commonwealth of Virginia. We believe that Mr. Brockett’s banking career and his knowledge of our banking market, along with his accounting expertise and his business relationships, directly benefit his role as a director of the Company and have proven to be beneficial for the Company and the Bank.

 

Thomas J. Chmelik, 63, has served as a director of the Bank since 2003, the year in which he joined the Bank as Senior Vice President and Chief Financial Officer. Upon formation of the Company in 2016, he was appointed its Senior Executive Vice President, Chief Financial Officer and Secretary. In November 2025, the Company announced the planned retirement of Mr. Chmelik as Chief Financial Officer of the Company and the Bank, effective as of December 31, 2025. Mr. Chmelik will continue to serve the Company and the Bank from January 1, 2026, through December 31, 2027, as Senior Executive Vice President. He will also continue to serve as Secretary of the Company and the Bank. In December 2025, the Company entered into a new employment agreement with Mr. Chmelik. For additional information, see “− Employment Agreements.”

 

Summary of director qualifications for Mr. Chmelik ― Mr. Chmelik is a co-founder and organizer of the Bank and currently serves as Senior Executive Vice President, Chief Financial Officer and Secretary of the Company and the Bank. Mr. Chmelik has a long and established career working as a Chief Financial Officer in four Washington, D.C. metropolitan area community banks, as well as in Tanzania, Africa. Mr. Chmelik served on the Board of Directors and worked as part of the executive management team for another community bank. Mr. Chmelik consistently drives loan and deposit opportunities to the Bank. We believe Mr. Chmelik’s extensive experience as a chief financial officer, combined with his executive management and prior bank board experience, make him a strong contributor to the Board. In addition, Mr. Chmelik focuses on corporate governance.

 

Patsy I. Rust, 84, has served as a director of the Bank since 2008. She was a Senior Vice President with the Bank from its inception until her retirement in September 2008.  Prior to joining the Bank, Ms. Rust was involved in business development and management at Millennium Bank, N.A., BB&T, F&M Bank and Bank of the Potomac. Ms. Rust was also a founder and organizer for Bank of the Potomac, where she was responsible for personnel, facilities, marketing, operations, and branch management. Ms. Rust has completed continuing education through the American Institute of Banking, the Virginia Bankers Association, and the University of Virginia. Ms. Rust has been involved over the past 41 years in numerous civic and charitable organizations in Herndon, Virginia. She was the chairman of the first Herndon Centennial Celebration, Chairman of the Dranesville District Republican Party, received the Woman of the Year award from the Business and Professional Woman’s Club, organized and chaired Sister Cities International of Herndon and has held offices of President and Treasurer in other organizations.

 

Summary of director qualifications for Ms. Rust – Ms. Rust is a founding shareholder and organizer of the Bank. She joined the Board of the Bank in 2008 and currently serves as Chair of the Audit and Risk Committee. Prior to retiring from a 30-year banking career in the Northern Virginia market, Ms. Rust was a major contributing organizer of two de novo community banks and opened and managed two bank branches. Ms. Rust completed ongoing educational banking courses throughout her career. Ms. Rust was also the owner of a retail business prior to her banking career. Ms. Rust has been a civic leader in the community and has been active in local charities. We believe Ms. Rust brings a very strong knowledge of banking operations, administration and financial matters to the Board, which is very important as the Bank continues to grow. Additionally, Ms. Rust brings a very strong banking product and service knowledge, which aids the Bank in shaping its strategic direction. Ms. Rust continues to bring business opportunities to the Bank and is very active in networking with the Company’s employees.

 

 

Incumbent Directors Serving For Terms Expiring in 2028

Rafael E. DeLeon, 62, has served as a director of the Company and the Bank since July 2021. Mr. DeLeon has served as Senior Vice President of Industry Engagement for Ncontracts LLC, a provider of integrated risk management and lending compliance solutions for the financial services industry since June 2021. Mr. DeLeon oversees that company’s regulatory outreach efforts and advises customers regarding regulatory compliance matters. He frequently speaks to banking trade organizations regarding governance, risk and compliance challenges for financial institutions. Mr. DeLeon served for over three decades with the Office of the Comptroller of the Currency (the “OCC”). He joined the OCC in 1989 as an assistant national bank examiner and was commissioned as a national bank examiner in 1995. Mr. DeLeon retired from the OCC in April 2021, most recently serving as Director for Banking Relations, a role in which he directed the agency’s outreach to commercial banks and was its representative to industry trade associations. Among his responsibilities, he led and instructed OCC workshops for community bank directors and represented the agency to the financial services industry at events around the country.

 

Summary of director qualifications for Mr. DeLeon – Mr. DeLeon brings his extensive experience at the OCC in finance, regulatory compliance, and risk management to our Board. His responsibilities with the OCC, as well as his current position, provide him with insight regarding new and changing regulatory and financial perspectives which will be beneficial to our Board.

 

Russell Echlov, 51, has served as a director of the Company and the Bank since December 2018. Since October 2020, Mr. Echlov has served as a Partner/Founder of Ledyard Capital, an asset management business focused on the financial services industry. Mr. Echlov was previously a Senior Portfolio Manager of RMB Capital Management LLC, Mendon Capital Strategy (Community Banking Strategy) from 2014 to 2020. Mr. Echlov started his career as an associate at Mendon Capital Advisors Corp in 1997. In 2001, Mr. Echlov left to gain experience with various investment strategies and worked with firms such as Keefe, Bruyette & Woods, FrontPoint Stadia, Columbia Financial Partners and Spring Hill Capital Partners, LLC. In 2017, Mr. Echlov returned to Mendon Capital Advisors who teamed up with RMB Capital to manage a financial services-focused US equity strategy. Mr. Echlov earned his bachelor’s degree in Modified Economics and Geography from Dartmouth College. Since 2020, Mr. Echlov has served as a director of InsCorp, Inc. and its subsidiary, INSBANK, a community bank in Tennessee. Prior to the appointment, he was affiliated with INSBANK for four years. Mr. Echlov served as a director of Independence Bancshares, Inc. from 2015 until 2018.

 

Summary of director qualifications for Mr. Echlov – Mr. Echlov brings financial services industry knowledge. Mr. Echlov’s background in analyzing investment opportunities and following performance across the financial industry for over 25 years has provided him with a depth of industry knowledge. He has experience in financial statement, credit, alco, and operational risk analysis, as well as corporate governance and technology. He also has audit committee experience overseeing financial reporting. The Board has determined that Mr. Echlov is an audit committee financial expert as defined by the SEC.

 

Darrell Green, 66, has served as a director of the Bank since 2013. Since 2016, Mr. Green has served as an Associate Director of Athletics at George Mason University. In this position he is engaged in multiple roles, including identifying potential development partners, assisting in external media and marketing for the Athletic Department, and providing student athletic development through a program to provide student athletes the opportunity to build relationships with individuals and companies, including himself, to participate in mentoring and training for their future in the workforce.

 

In 2003, Mr. Green established Darrell Green Enterprises, LLC, a marketing company that facilitates opportunities for Mr. Green and other athletes. After 20 years with the Washington Redskins (now Commanders), which included seven Pro-Bowl appearances, four NFL Fastest Man Competition titles and three Super Bowls, he became a first ballot inductee into the Pro Football Hall of Fame, Class of 2008, and was officially inducted on August 2, 2008.

 

 

Mr. Green has received many awards for his accomplishments both on and off the field. He is the founder of the Darrell Green Youth Life Foundation (“DGYLF”), which opens and operates the Darrell Green Youth Life Learning Centers throughout the Washington, D.C. community. The Darrell Green Business Council for Youth was established to bring together business leaders and utilize their expertise in support of DGYLF programs. He has served as a board member for the Baltimore-Washington 2012 Olympic Bid, NFL/NFLPA September 11th Relief Fund, and the Loudoun Education Foundation. Mr. Green completed his Bachelor of Science degree in general studies and social science at St. Paul’s College in Lawrenceville, Virginia. In 1999, Marymount University recognized Mr. Green for his humanitarian endeavors and conferred upon him an honorary Doctorate of Humane Letters degree. In 2002, George Washington University and St. Paul’s College awarded Mr. Green his second and third honorary Doctorate of Humane Letters degrees. He has received several prestigious awards: including the NFL’s Man of the Year award in 1996; inducted into the Pro Football Hall of Fame in 2008; included on the NFL 100^th Anniversary All-Time Team; and, in 2024, his football number was retired by the Commanders, only the fifth time in team history.

 

Summary of director qualifications for Mr. Green – Mr. Green was an organizing director and organizing shareholder of the Bank. Mr. Green left the Board shortly after the Bank opened in 2004 for personal reasons and re-joined the Board in April 2013. Mr. Green has been an avid and vocal supporter of the Bank since it opened its doors in 2004. Mr. Green is an established business and community leader – having been involved with successful businesses as well as humanitarian endeavors. We believe that the Board benefits from Mr. Green’s exceptional ethics and community leadership skills and his strong business and marketing skills.

 

Executive Officers Who Are Not Company Directors

Abdul Hersiburane, 63, In July 2020, the Board of Directors of the Bank appointed Abdul Hersiburane, 62, to serve as President and a director of the Bank. Mr. Hersiburane was elected as a Bank director to fill the vacancy resulting from Mr., Brockett’s resignation. In 1984, Mr. Hersiburane began his banking career in Somalia. He moved to the United States in 1995. Mr. Hersiburane worked as a Senior Financial Specialist and Financial Advisor with First Union Bank/Wachovia Bank from 1996 to 2006. He joined the Bank in 2007 as a Business Banker and became head of Business Banking in 2015.

 

Richard A. Vari, 38, is a certified public accountant and an executive with extensive banking industry experience. In December 2025, the Company announced that Mr. Vari would become Executive Vice President and Chief Financial Officer of the Company and the Bank, effective January 1, 2026. From July 2025 to December 31, 2025, he served as Chief Financial Officer of the Bank and was Chief Accounting Officer and Senior Vice President of the Company and the Bank from 2019 to July 2025. Prior to joining the Bank, Mr. Vari spent seven years with Elliott Davis, LLC, a public accounting firm that specializes in audit, tax, and advisory work for financial institutions.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

For purposes of the following tables, beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act pursuant to which, in general, a person is deemed to be the beneficial owner of a security if he or she has or shares the power to vote or direct the voting of the security or the power to dispose of or direct the disposition of the security, or if he or she has the right to acquire beneficial ownership of the security within 60 days of the record date. Except as otherwise noted, the nature of beneficial ownership for shares reported in this table is sole voting and investment power.

 

We have based our calculations of the percentage on 7,324,049 shares of the Company’s common stock outstanding on April 2, 2026, the record date. As of that date, there were no options held by any of the directors, director nominees or named executive officers.

 

 

The following table sets forth information regarding beneficial ownership, as of April 2, 2026, of the Company’s common stock by:

 

●

Each director and director nominee of the Company,

●

Each named executive officer of the Company, and

●

All current directors, director nominees and executive officers of the Company as a group.

 

Name		Amount and Nature of Beneficial Ownership (1)(2)		Percentage of Common Stock Outstanding
Charles C. Brockett		120,797		1.65%
Thomas J. Chmelik		117,756		1.61%
Rafael DeLeon		13,480		*
Jeff W. Dick		270,817		3.70%
Russell Echlov		5,100		*
Darrell Green		34,349		*
Paul Thomas Haddock		17,160		*
Wendy Adeler Hall		1,220		*
Patsy I. Rust		28,096		*
Terry M. Saeger		38,384		*
Abdul Herisburane		53,026		*
Richard A. Vari		44,414		*
Directors, director nominees and executive officers as a group (12) persons)		744,599		10.17%

__________________

* Percentage of ownership is less than 1% of the Company’s outstanding shares of common stock.

 

(1)

Includes directors’ vested stock awards. See “Director Compensation.” Also includes shares held directly, as well as shares held in retirement accounts, in a fiduciary capacity, by certain of the individual’s family members, or by trusts of which the individual is a trustee and with respect to which shares the individual may be deemed to have sole or shared voting and/or investment power, and shares under a power of attorney.

(2)

Includes restricted shares that are not vested and may be voted by the following persons:

 

Name		Amount
Charles C. Brockett		--
Thomas J. Chmelik		4,311
Rafael E. DeLeon		--
Jeff W. Dick		30,306
Russell Echlov		--
Darrell Green		--
Paul Thomas Haddock		--
Wendy Adeler Hall		--
Patsy I. Rust		--
Terry M. Saeger		--
Abdul Herisburane		10,695
Richard A. Vari		23,696

 

 

 

The following table sets forth certain information as to those persons who were believed to be beneficial owners of approximately 5% of the Company’s outstanding shares of common stock.

 

Name and Address Of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percentage of Shares of Common Stock Outstanding as of Record Date
The Banc Funds Company, L.L.C. 150 South Wacker Drive Suite 2725 Chicago, IL 60606		421,981(1)		5.6%
AllianceBerstein L.P. 501 Commerce Street Nashville, TN 37203		648,797(2)		8.5%
Wellington Management Group LLP 280 Congress St. Boston, MA 02210		359,411(3)		4.7%
Fourthstone LLC 575 Maryville Centre Drive Suite 110 St. Louis, MO 63141		767,792(4)		9.96%
MainStreet Bancshares, Inc. MainStreet Bank 401(k) Retirement Plan 10089 Fairfax Boulevard Fairfax, VA 22030		383,763(5)		5.1%

 

 

_______________________

(1)   An amended statement on Schedule 13G/A was filed jointly with the SEC on February 13, 2026, by Banc Fund IX L.P. (“BF IX”), Banc Fund X L.P. (“BF X”), and TBFC Financial Technologies Fund L.P. (collectively, the “Reporting Persons”). The general partner of BF IX is MidBan IX L.P. (“MidBan IX”). The general partner of BF X is MidBan X L.P. (“MidBan X”). The general partner of TBFC Financial Technologies Fund L.P. is MidBan XI L.P. (“MidBan XI”). The general partner of MidBan IX, MidBan X, and MidBan XI is The Banc Funds Company, L.L.C. (“TBFC”). TBFC’s principal shareholder is Charles J. Moore. Mr. Moore is the manager of BF IX, BF X and TBFC Financial Technologies Fund L.P. As manager, Mr. Moore has voting and dispositive power over the securities of the Company held by each of those entities. As the controlling member of TBFC, Mr. Moore will control TBFC, and therefore each of the Partnership entities is directly and indirectly controlled by TBFC. The Reporting Persons reported that, as of December 31, 2025, they held aggregate sole voting and dispositive power with respect to 421,981 shares, as follows: BF IX – 0 shares; BF X – 421,981 shares; TBFC Financial Technologies Fund L.P. – 0 shares; and Banc Funds Co. LLC – 0 shares.

 

(2)   Based on information in an amended statement on Schedule 13G/A filed with the SEC by AllianceBernstein L.P. (“Alliance”) on November 15, 2024, reporting ownership of these shares as of September 30, 2024. According to the Schedule 13G/A, Alliance reported that it had sole voting and dispositive power with respect to 648,797 shares of our common stock. Alliance is a majority owned subsidiary of Equitable Holdings, Inc. (“EQH”). Alliance reported that it operates under independent management and makes independent decisions from EQH and its respective subsidiaries, and EQH calculates and reports beneficial ownership separately from Alliance pursuant to guidance provided by the SEC.

 

 

(3)  An amended statement on Schedule 13G/A was filed jointly with the SEC on February 10, 2026, by Wellington Management Group LLP (“Wellington”), as parent holding company of certain holding companies and the Wellington Investment Advisers, reporting ownership of these shares as of December 31, 2025. The securities are owned of record by clients of the Wellington Investment Advisers. Wellington Investment Advisors Holdings LLP controls directly, or indirectly through Wellington Management Global Holdings, Ltd., the Wellington Investment Advisers. Wellington Investment Advisors Holdings LLP is owned by Wellington Group Holdings LLP. Wellington Group Holdings LLP is owned by Wellington. According to the Schedule 13G/A, Wellington reported that, as of December 31, 2025, it had shared voting and dispositive power with respect to 359,411 shares of our common stock.

 

(4)  An amended statement on Schedule 13G/A was filed jointly with the SEC on February 13, 2026, by Fourthstone LLC (“Fourthstone”). The persons reporting information include, in addition to Fourthstone: Fourthstone Master Opportunity Fund; Fourthstone QP Opportunity; Fourthstone Small-Cap Financials; Fourthstone GP, General Partner of Fourthstone QP Opportunity and Fourthstone Small-Cap Financials; and L. Phillip Stone, IV who is the Managing Member of Fourthstone and Fourthstone GP. Fourthstone reported that at December 31, 2025, it had shared voting and dispositive power with respect to 767,792 shares of our common stock. Fourthstone has advised the Company that it subsequently reduced its ownership to 404,019 shares of our common stock.

 

(5)   The information regarding beneficial ownership of shares held in trust for the benefit of the 401(k) Retirement Plan (the “Plan”) is reported in a Schedule 13G filed with the SEC on February 24, 2026. Beneficial ownership of named executive officers includes their respective percentages of this allocation. Before each meeting of shareholders, Plan participants may direct the Trustee of the Plan how to vote at each such meeting or any adjournment thereof. If participants have not directed the Trustee on how to vote, the Trustee shall vote such securities in the same proportion as those shares for which the Trustee has received proper direction. Delaware Charter Guarantee & Trust Company dba Principal Trust Company acts as Trustee of the Plan.

 

 

 

EXECUTIVE COMPENSATION

 

The following table sets forth summary information concerning compensation for 2025 and 2024 awarded to, earned by, or paid to Jeff W. Dick, Chairman, President and Chief Executive Officer, Thomas J. Chmelik, Senior Executive Vice President and Chief Financial Officer, and Abdul Hersiburane, Bank President. Richard A. Vari, Executive Vice President and Chief Financial Officer of the Bank, became a named executive in 2025, therefore summary information for 2024 is omitted. Messrs. Dick, Chmelik, Hersiburane and Vari received perquisites and other personal benefits in addition to other compensation during the periods stated. The aggregate amounts of these perquisites and other personal benefits for each individual, however, did not exceed $10,000 and, therefore, have been omitted.

 

Summary Compensation Table

 

Name and Principal Position	Year	Salary(1) ($)	Bonus(1) ($)	Stock Awards(2) ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-qualified Deferred Compensation Earnings ($)	All Other Compensation(3) ($)	Total ($)
Jeff W. Dick Chairman, President & Chief Executive Officer	2025 2024	$710,000 $710,000	$    ― $    ―	$532,500 $    ―	$    ― $    ―	$    ― $    ―	$    ― $    ―	$ 24,627 $ 31,955	$1,267,127 $   741,955
Thomas J. Chmelik(4) Senior Executive Vice President, Chief Financial Officer and Secretary	2025 2024	$375,000 $375,000	$    ― $    ―	$    ― $    ―	$    ― $    ―	$   ― $    ―	$    ― $    ―	$ 22,136 $ 21,577	$ 397,136 $ 396,577
Abdul Hersiburane Bank President	2025 2024	$419,000 $405,000	$    ― $180,000	$189,450 $    ―	$    ― $    ―	$   ― $    ―	$    ― $    ―	$ 19,914 $ 22,569	$ 628,364 $ 607,569
Richard A. Vari(5) Executive Vice President & Chief Financial Officer of MainStreet Bank	2025	$264,000	$    ―	$162,000	$    ―	$    ―	$    ―	$ 19,213	$ 445,213

 

(1)   The Company’s executive compensation program consists of both fixed base salaries and discretionary bonuses in the form of cash payments and restricted stock awards under the 2019 Equity Incentive Plan. Allocation of the cash payments and restricted stock awards is determined by the award recipients, provided that the cash payments may not be more than 50 percent of each total award. For additional information see “— Equity Incentive Plan” below.

 

(2)   No restricted stock awards were granted for 2024. Restricted stock awards for 2025 were as follows: Mr. Dick – $532,500 (23,511 shares); Mr. Hersiburane -- $189,450 (8,367 shares); and Mr. Vari -- $162,000 (7,155 shares). Reflects aggregate grant date fair value of stock awards based upon the stock price on the date of the award in accordance with FASB ASC Topic 718. The restricted stock awards vest one-third after one year and one-third annually thereafter during periods of continued service by the award recipients until the awards are fully earned. The awards vest immediately upon a change in control transaction.

 

(3)   Consists of matching contributions under the Retirement Plan and dividends received on restricted stock awards.                  

 

 

(4)   In November 2025, the Company announced the planned retirement of Thomas J. Chmelik as Chief Financial Officer, effective as of December 31, 2025. Mr. Chmelik will continue to serve the Company and the Bank from January 1, 2026, through December 31, 2027, as Senior Executive Vice President and Secretary. In December 2025, the Company entered into a new employment agreement with Mr. Chmelik which replaced and superseded his prior employment agreement. Mr. Chmelik will also continue to serve as a member of the boards of directors of the Company and the Bank with terms expiring in 2027.

 

(5)  In December 2025, the Company announced that Richard A. Vari would become Executive Vice President and Chief Financial Officer of the Company and the Bank, effective January 1, 2026. From July 2025 to December 31, 2025, he served as Chief Financial Officer of the Bank and was Chief Accounting Officer and Senior Vice President of the Company and the Bank from 2019 to July 2025.

 

The Compensation Committee of the Company’s Board of Directors has a policy governing the dispensation of incentive compensation for Named Executive Officers. To assist in this determination, the Compensation Committee engages an independent compensation consultant to compare the Company’s compensation and incentive strategy to ensure that it aligns with comparable peer banks. Mr. Dick has a target bonus of 125% of base compensation. Messrs. Hersiburane and Vari have target bonuses of 70% of base compensation.

 

The Compensation Committee uses quantitative/qualitative metrics in its calculation of three incentive targets. The incentive targets are: (1) Company return-on-average assets, (2) Company non-performing assets to total assets, and (3) Bank total common equity to risk-based capital after applying the “worst-case” loss results from the Company’s internal stress-test model.

 

Each year, the Compensation Committee approves a value for each incentive target, which may be higher than those calculated within the annual budget. Targets are binary and do not change during the year, nor does the respective weighting for each incentive target. For 2025, two of the three incentive targets were met, and one incentive target was missed. The Named Executive Officers received bonuses for the two that were met. The Named Executive Officers elected to receive their 2025 incentive compensation as 100% restricted shares vesting evenly over a three-year period.

 

Outstanding Equity Awards at Fiscal 2025 Year-End

The table below includes information with respect to all unvested restricted stock awards held by the named executive officers at December 31, 2025.

 

	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Un-exercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (1)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2)
Jeff W. Dick	―	―	―	$ ―	―	―	$         ―	36,762	$         748,474
Thomas J. Chmelik	―	―	―	$ ―	―	―	$         ―	22,131	$         450,587
Abdul Hersiburane	―	―	―	$ ―	―	―	$         ―	6,036	$         122,893
Richard A. Vari	―	―	―	$ ―	―	―	$         ―	10,777	$         219,420

 

(1)   Reflects current ownership of shares of restricted stock granted in 2023, 2024 and 2025, each of which vests in equal increments over a period of three years, five or ten years from the date of grant.

(2)   The amounts in this column represent the fair market value of the restricted stock as of December 31, 2025, based on the closing market price of the Company’s common stock on that date, which was $20.36 per share.

 

 

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information concerning securities authorized for issuance under equity compensation plans, the weighted average price of such securities and the number of securities remaining available for future issuance, as of April 2, 2026.

 

Equity Compensation Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)				Weighted-average exercise price of outstanding options, warrants and rights				Number of securities remaining and available for future issuance (2)
Plans approved by shareholders			262,787			$	—				305,186
Plans not approved by shareholders			—			$	—				—
Total			262,787			$	—				305,186

 

(1)	Consists of unvested restricted stock awards. There are no outstanding options, warrants or rights.
(2)	Remaining shares available for issuance under the 2019 Plan, which can be issued either as restricted stock grants or upon exercise of stock options.

 

CEO Pay Ratio

We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Jeff W. Dick, our Chairman, President, and Chief Executive Officer (“CEO”).

 

For fiscal year 2025, the Company’s last completed fiscal year:

●

The median of the annual total compensation of all employees at the Company (other than CEO Jeff W. Dick), was $115,281, and

●

The annual total compensation of Jeff W. Dick, our CEO, was $1,267,127.

 

Based on this information, the ratio for 2025 of the annual total compensation of our CEO to the median of the annual total compensation of all employees is approximately 11 to 1. With respect to the annual total compensation of our CEO, the Company used the amount reported in the “Total” column of the 2025 Summary Compensation Table.

 

The pay ratio reported above is an estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median-compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employees and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies with different employee populations and compensation practices may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

The Pay Versus Performance Table

The table below shows the total compensation for our principal executive officer (“PEO”) and the average compensation for other non-PEO named executive officers as reported in the above Summary Compensation Table (“SCT”) for the prior three years, along with the total and average compensation actually paid our PEO and non-PEO named executive officers, respectively, as well as the total shareholder return on the value of an initial fixed investment of $100 made at the beginning of the earliest year in the table through the end of each applicable year in the table, assuming the reinvestment of dividends, and the net income of the Company for the periods reported. Compensation actually paid, as determined under SEC requirements, does not necessarily reflect the actual amount of compensation earned by or paid to our named executive officers during a covered year.

 

26

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Year	Summary Compensation Table Total for PEO	Compensation Actually Paid to PEO	Average Summary Compensation Table for Non-PEO Named Executive Officers	Average Compensation Actually Paid to Non-PEO Named Executive Officers	Value of Initial Fixed $100 Investment Based on Total Shareholder Return	Net Income
	($) (1)	($) (2)	($) (3)	($) (4)	($) (5)	($000) (6)
2025	$1,267,127	$1,303,228	$490,238	$510,132	$  79.46	$  15,613
2024	$   741,955	$   530,732	$502,073	$399,974	$  77.34	$(12,136)
2023	$1,582,651	$1,477,065	$679,716	$627,106	$103.70	$  24,429

 

(1) This is the total compensation for our PEO reported for each applicable year within the Summary Compensation Table.

(2) This is the amount of compensation actually paid to our PEO for each year, starting with the amounts set forth within the SCT “Total Compensation” column for the applicable year and adjusting that amount. Adjustments for 2025 were as follows:

Adds the change in fair value (whether positive or negative) as of the vesting date of any awards granted in prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year		$40,269
Adds the change in fair value (whether positive or negative) as of the vesting date of any awards granted in the prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year		($4,168)
Total Adjustments		($36,101)

 

(3)

This is the average compensation for our non-PEO named executive officers reported for each applicable year within the SCT.

(4) This is the average compensation actually paid to our non-PEO executive officers for each year, starting with the average of such amounts set forth within the SCT “Total Compensation” column for the applicable year and adjusting the amount. Adjustments for 2025 were as follows:

 

Adds the change in fair value (whether positive or negative) as of the vesting date of any awards granted in prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year		$21,396
Adds the change in fair value (whether positive or negative) as of the vesting date of any awards granted in the prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year		($1,502)
Total Adjustments		($19,894)

 

(5) This is the total shareholder return based on a fixed investment of $100 made at the beginning of the earliest year in the table (2023) through the end of each applicable year in the table, assuming reinvestment of dividends.

(6) This is the Company’s net income for each year reported in the Pay Versus Performance Table.

 

Based upon the information reported in the table above, the total compensation reported with the SCT for the Company’s PEO, Jeff W. Dick, as well as the compensation actually paid to Mr. Dick, increased by $525,172 or 70.8% between 2024 and 2025 and decreased by $840,696, or 53%, between 2023 and 2024. Meanwhile, the average compensation reported in the SCT for the other non-PEO named executive officers of the Company, as well as the average compensation actually paid to those officers, increased by $21,354 or 2.1% between 2024 and 2025 and decreased by $355,286 or 26.1% between 2023 and 2024. The Net Income of the Company increased between 2024 and 2025 by $25.6 million, or 256% and decreased between 2023 and 2024 by $36.6 million, or 138%, of the Company’s Net Income. Total Shareholder Return of the Company was $92.72, $69.15 and $79.46 for each of the years ended 2023, 2024, and 2025, respectively.

 

27

---

 

Employment Agreements

Messrs. Dick, Hersiburane and Vari. The Bank has entered into employment agreements with Jeff W. Dick, Abdul Hersiburane and Richard A. Vari to secure their services in the highly competitive financial institution industry. The agreements are intended to balance each executive's goals relative to the interests of the Company and its shareholders.

 

Term. Mr. Dick's agreement provides for his employment as Chief Executive Officer of the Company, and Mr. Hersiburane's agreement provides for his employment as President of the Bank. Mr. Vari’s agreement provides for his employment as Executive Vice President and Chief Financial Officer. The initial term of Mr. Vari’s agreement commenced as of December 31, 2025 and runs through December 31, 2028. Each of Mr. Dick’s and Mr. Hersiburane’s, agreement is for a term of two years. Each of the three agreements will automatically renew for successive two-year terms, unless sooner terminated or not extended.

 

Compensation. Under the agreements, Messrs. Dick, Hersiburane and Vari are entitled to current base salaries of $710,000, $405,000, and $360,000, respectively, subject to annual reviews and increases based on each individual's performance during the preceding year and other relevant factors. Messrs. Dick, Hersiburane and Vari are eligible to receive either an annual cash bonus in an amount, if any, determined by the Board of Directors in its discretion or an annual performance-based incentive bonus under the Executive Incentive Plan, or any successor plan.

 

Messrs. Dick, Hersiburane and Vari also are entitled to participate in all employee benefit plans and programs available to other executives and in medical (including hospitalization), dental, life and disability plans to the extent offered by the Bank for other senior officers. The Bank is also required to maintain a group term insurance policy on the lives of Mr. Dick and Vari in an amount equal to two times his base salary under the Virginia Bankers Association group term life insurance program.

 

Clawback. In each agreement, the executive agrees that any incentive compensation (as determined by the Bank) that the executive receives is subject to repayment, or a "clawback," to the Bank as required by federal law or the policies of the Bank on such basis as the Bank determines. Each agreement is subject to the Company's recently adopted Clawback Policy. For additional information, see “Corporate Governance.”

 

Section 409A. It is the intent of the parties that payments and benefits under the agreements that are subject to Section 409A of the Internal Revenue Code (“Code”) and that are to be paid upon the executive’s termination of employment shall not be paid or provided to the executive until the executive has experienced a “separation from service” in conformity with Code Section 409A. The agreements will be construed in a manner consistent with the requirements of Code Section 409A for avoiding taxes prior to receipt of such payments or penalties under that Section.

 

Company Guaranty. Notwithstanding anything in the agreements to the contrary, the Company has guaranteed to make all payments of funds due and payable to Mr. Dick as set forth in the agreement and to perform any and all financial obligations of the Bank set forth in the agreements to the extent that the Bank may fail to make such payments or perform such obligations. Any payments made by the Company shall be subject to and conditioned upon compliance with applicable federal law and regulations.

 

Potential Payments Upon Termination or Change of Control. Under his agreement, if Mr. Dick is terminated without cause or terminates his employment for good reason whether or not the termination is related to a change of control, then the executive will receive a lump sum payment equal to the greater of: (i) the sum of his then current base salary for one year plus the average of any annual bonus payments during the three-year period ending on the date of termination; (ii) the sum of his then current base salary for the balance, if any, of the initial term of the agreement, plus the average of any annual bonus payments made to the executive during the three-year period ending on the date of termination; or (iii) 299% of his "annualized includible compensation for the base period" as defined in Code Section 280G. In addition, all unvested equity awards previously received as compensation that have not been forfeited, exercised, or settled will immediately vest. All other benefits cease upon termination.

 

 

Under their agreements, if Mr. Hersiburane or Mr.Vari is terminated without cause or terminates his employment for good reason and not within one year following a change of control, he will receive a lump sum payment equal to the greater of: (i) the sum of his then current base salary for one year plus the average of any annual bonus payments during a two-year period for Mr. Hersiburane and a three-year period for Mr. Vari, ending on the date of termination, or (ii) the sum of his then current base salary for the balance, if any, of the remaining term of the agreement plus the average of any annual bonus payments made during the prior two-year period. If the Bank terminates Mr. Hersiburane's or Mr. Vari’s employment without cause or Mr. Hersiburane or Mr. Vari terminates his employment for good reason within one year following a change of control, subject to certain limitations, he will receive an amount equal to 299% times his five-year average of taxable compensation in lieu of any other severance pay. In addition, all unvested equity awards previously received as compensation that have not been forfeited, exercised, or settled will immediately vest. All other benefits cease upon termination.

 

Under each agreement, upon termination for cause or termination other than for good reason, compensation and benefits will cease, provided that any accrued but unpaid compensation will be paid, including any accrued unpaid annual bonus, if any, which otherwise would have been payable to the executive through the date of termination.

 

Confidentiality; Covenants Not to Compete and Solicit. Each agreement contains provisions prohibiting Messrs. Dick, Hersiburane and Vari from using, disseminating, disclosing or publishing confidential information about customers, businesses and services of the Bank. Under the agreements, each of Messrs. Dick, Hersiburane and Vari has also agreed that during his employment and for a period of 12 months from and after the date he ceases to be employed by the Bank, he will not be employed by a competitive business within a 35-mile radius of any office operated by the Bank; solicit any depositors or other customers of the Bank to make deposits in or become customers of any other financial institution conducting a competitive business; or knowingly induce any individuals to terminate their employment with the Bank. If Mr. Dick, Mr. Herisiburane or Vari violates the confidentiality, non-compete or non-solicitation provisions of his agreement, then he will not be entitled to receive any additional post-termination compensation payable under his agreement, and none of Mr. Dick's or Vari’s outstanding unvested equity awards will be eligible for accelerated vesting. In addition, if the violation occurs within 12 months following the date of termination, the executive will be required to repay any post-termination compensation received by him under the agreement and all vested stock previously received as compensation, and any outstanding equity awards previously received as compensation will be forfeited to the Bank.

 

Mr. Chmelik. In November 2025, the Company announced the planned retirement of Thomas J. Chmelik as Chief Financial Officer, effective as of December 31, 2025. Mr. Chmelik will continue to serve the Company and the Bank from January 1, 2026, through December 31, 2027, as a Senior Executive Vice President and Secretary. In December 2025, the Company entered into a new employment agreement with Mr. Chmelik which replaced and superseded his prior employment agreement. In accordance with the new employment agreement, Mr. Chmelik continued as an executive officer of the Company and the Bank and received his then base salary of $375,000 through December 31, 2025. As of January 1, 2026, his annual base salary was reduced to $234,000. During the term of the new agreement which will expire as of December 31, 2027, Mr. Chmelik will continue to be entitled to participate in the Company's employee benefit plans. In addition to the group term life insurance benefits for active employees, he has been assigned $300,000 of life insurance proceeds from a Bank Owned Life Insurance policy on his life currently held by the Bank.

 

The new agreement provides that, if during the one-year period following a change of control occurring during 2026, Mr. Chmelik's employment is terminated either by the Company without cause or by Mr. Chmelik for good reason, Mr. Chmelik will be entitled to receive a payment equal to 200% of his then current annual base salary. If during the one-year period following a change of control occurring during 2027, Mr. Chmelik's employment is terminated either by the Company without cause or by Mr. Chmelik for good reason, Mr. Chmelik will be entitled to receive a payment equal to 100% of his then current annual base salary.

 

 

Consistent with the Company’s other executive employment agreements, the new agreement provides for customary non-competition, non-solicitation and employee no-hire covenants that apply during the term of Mr. Chmelik's employment and for a period of 12 months thereafter and a perpetual confidentiality covenant.

 

The new agreement provides that Mr. Chmelik will continue to hold until his retirement date as an officer and employee, anticipated to be as of December 31, 2027, at least 75% of his investment in the Company's common stock held as of November 26, 2025, estimated at approximately 162,000 shares. He may elect to diversify up to 25% of his personal investment in Company common stock as part of his personal retirement planning during the period that he remains an officer and employee of the Company. Any contemplated sales of Company common stock by Mr. Chmelik in excess of these limitations will require the prior written approval of the Compensation Committee of the Board of Directors of the Company within its sole discretion. Mr. Chmelik continues to serve as a member of the boards of directors of the Bank and the Company with terms expiring in 2027.

 

Bank Owned Life Insurance (“BOLI”)

The Bank has purchased BOLI policies covering several key company officers including the named executive officers. The purchase of BOLI represents a tax-advantage financing strategy that permits the Company to meet its increasing benefit liability obligations in a more cost-effective manner. The intent is to create an independent source of funds to recoup some of the benefit expenses. The policies’ earnings, including death proceeds, will be used to offset and recover a portion of the costs to carry the policies. Interest earned on the cash value is not subject to tax unless the policies are surrendered or borrowed against before the insured’s death.

 

Indemnification Agreements

The Company has entered into Indemnification Agreements between the Company and each of Messrs. Dick, Vari and Hersiburane (each, an "Indemnitee"). The Indemnification Agreement generally provides that the Company shall indemnify the Indemnitee to the fullest extent permitted by applicable law, subject to certain exceptions, against expenses, judgments, fines, and other amounts incurred by the Indemnitee in connection with any proceeding in which the Indemnitee is involved by reason of the Indemnitee's service as an executive officer. The Indemnification Agreement requires the advancement of defense expenses, on terms and conditions set forth therein, subject to repayment of such expenses by the Indemnitee in the event the Indemnitee is ultimately determined to not be entitled to indemnification.

 

Equity Incentive Plan

The 2019 Equity Incentive Plan (the "2019 Plan") provides that directors may elect to receive their annual Board compensation in the form of cash or in the form of common stock based upon the market value of such stock at the time of the award. Compensation under the 2019 Plan for the Company's officers and other employees provides that bonus recipients may elect to receive their incentive bonus compensation in the form of cash or in the form of common stock based upon the market value of such stock at the time of the award. The actual number of shares necessary for compensation are not known and may vary based upon several factors, including future trading prices for common stock, the actual compensation for directors and the actual bonus awards for officers and employees.

 

The 2019 Plan also permits grants of stock options to Company directors, officers, and employees. The Board does not have any current intention to grant any stock options under the 2019 Plan. However, the 2019 Plan provides the Board and the Compensation Committee with this additional flexibility if deemed appropriate in the future, subject to the limitations of the authorized total shares of common stock.

 

Available and Reserved Shares. The 2019 Plan provides for the reservation of up to 650,000 shares of common stock. As of April 2, 2026, 305,186 shares of common stock were available for future awards under the 2019 Plan. As of that date, awards for 262,787 shares of restricted stock were reserved for issuance upon vesting under the 2019 Plan.

 

Limits on Grants to Outside Directors. Total shares of common stock issuable to outside directors under the 2019 Plan shall not exceed 25% of the total shares authorized under the 2019 Plan in the aggregate. The maximum number of shares of common stock related to the award of non-qualified stock options and restricted stock awards in any calendar year to any individual outside director shall not exceed 3,000 shares of common stock in the aggregate.

 

 

Limits on Grants to Officers and Employees. Total shares of common stock issuable to officers and other employees under the 2019 Plan shall be reduced by the aggregate of shares of common stock issued to outside directors. The maximum number of shares of common stock issuable to any individual employee under the 2019 Plan shall not exceed 15% of the total shares of common stock authorized for issuance under the Plan in the aggregate, and the maximum number of shares of common stock related to the award of stock options (all of which may be granted as incentive stock options, non-qualified stock options or a combination of each) or restricted stock awards in any calendar year to any individual employee shall not exceed the number of shares calculated as the quotient of the employee's base salary in effect as of the first business day of such calendar year divided by the fair market value of such common stock on such date.

 

Share Counting. The 2019 Plan provides that, if an award is forfeited or expires, the shares covered by the award will be available for future grant, while shares withheld to cover taxes or used to pay the exercise price of stock options will not be available for future grant.

 

No Cash-Out or Repricing of Underwater Options. The 2019 Plan prohibits repricing of the exercise price of stock options, and there will not be any exchange of underwater stock options for cash or shares without shareholder approval.

 

Awards Subject to Clawback. Awards granted under the 2019 Plan are subject to recoupment by the Company if the Company is required to prepare an accounting restatement due to material noncompliance by the Company, because of misconduct, with any financial reporting requirement under the federal securities laws or the forfeiture provisions of the Sarbanes-Oxley Act of 2002. Awards may also be subject to recoupment under any other policy adopted by the Company from time to time.

 

401(k) Retirement Plan

The Bank adopted a 401(k) defined contribution Retirement Plan in 2004, which is administered by Principal Investments. Participants have the right to contribute up to a maximum of 15% of pretax annual compensation or the maximum allowed by the Internal Revenue Code, whichever is less. The Bank began making a matching contribution to the Retirement Plan on January 1, 2010. The Bank matches dollar for dollar up to 5% of the employee’s contribution. The total amounts of the Bank match during 2025 and 2024 were $992,219 and $1.1 million, respectively. The named executive officers are eligible to participate in the Retirement Plan just like any other employee.

 

 

DIRECTOR COMPENSATION

 

During 2025, each non-employee director received Board fees in cash, common stock, or a combination of both at the director’s election. Compensation in 2025 for directors Dick and Chmelik for their service as executive officers is set forth in the Summary Compensation Table.

 

Director Summary Compensation Table

The following table sets forth the compensation paid to our non-employee directors for the fiscal year ended December 31, 2025.

Name		Fees Earned or Paid in Cash				Stock Awards(3)			Option Awards		All Other Compensation			Total
Charles C. Brockett		$	87,000		$	―			$           ―		$           ―			$	87,000
Rafael DeLeon		$	43,502		$	52,509			$           ―		$           ―			$	96,011
Russell Echlov		$	96,000		$	―			$           ―		$           ―			$	96,000
Darrell Green		$	15,815		$	56,188			$           ―		$       40,800 (4)			$	112,803
Paul Thomas Haddock		$	96,000		$	―			$           ―		$           ―			$	96,000
Wendy Adler-Hall (1)		$	12,000		$	―			$           ―		$           ―			$	12,000
Patsy I. Rust		$	60,000		$	36,024			$           ―		$           ―			$	96,024
Terry M. Saeger		$	152,000		$	―			$           ―		$           ―			$	152,000
Ali R. Manouchehri (2)		$	57,000		$	20,019			$           ―		$           ―			$	77,019

___________________________

 

(1) Ms. Adeler Hall was elected to the Board of Directors in September 2025.

(2) Mr. Manouchehri resigned from the Board of Directors effective January 1, 2026.

(3) In lieu of cash fees, non-employee directors may elect to receive an equivalent value of equity in restricted stock awards under the 2019 Plan. Reflects aggregate grant date fair value of restricted stock awards received in lieu of cash based upon the stock price on the date of grant in accordance with FASB ASC Topic 718.

(4) Payments for marketing services to the Bank.

 

 

PROPOSAL TWO - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Audit Committee has appointed Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, subject to shareholder ratification at the Annual Meeting. YHB also served as independent auditor for the fiscal year ended December 31, 2025. If the appointment of YHB is not ratified by shareholders at the Annual Meeting, the Audit Committee will consider making a change in the independent registered public accounting firm for 2026.

 

Representatives of YHB are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to any appropriate questions.

 

The Board of Directors recommends a vote “FOR” ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

 

Shareholder ratification of the selection of YHB as our independent registered public accounting firm is not required by our Bylaws or other applicable legal requirements. However, the Audit Committee is submitting the selection of YHB to our shareholders for ratification as a matter of good corporate practice. In the event shareholders fail to ratify the appointment, the Audit Committee may reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our and the shareholders’ best interests.

 

As to ratification of the independent registered public accounting firm, the proxy card being furnished by the Board of Directors enables a shareholder to vote “FOR” the proposal; vote “AGAINST” the proposal; or “ABSTAIN” from voting on the proposal. Ratification of the independent public accounting firm must be approved by the affirmative vote of a majority of the shares voted at the Annual Meeting, without regard to broker non-votes or proxies marked “ABSTAIN.”

 

 

Audit Fees and Other Matters

The following table presents the fees for professional audit services rendered by YHB for the audit of the Company’s annual financial statements for the years ended December 31, 2025, and 2024, and fees billed for other services rendered by YHB during those periods. All such audit and non-audit services were pre-approved by the Audit Committee, which concluded that the provision of such services by YHB was compatible with the maintenance of that firm’s independence in the conduct of their auditing functions.

 

Fee Category		Fiscal Year 2025		% of Total		Fiscal Year 2024		% of Total
Audit Fees		$         316,250		89%		$        285,250		89%
Audit-Related Fees		$           37,500		11%		$         35,500		11%
Tax Fees		$                 --		0%		$                --		0%
Total Fees		$         353,750		100%		$         320,750		100%

 

YHB did not provide any services related to the financial information systems design and implementation to the Company or the Bank during 2025 and 2024.

 

Audit Fees. Audit fees consisted of audit and review services, consents, and review of documents filed with the SEC.

 

Audit-Related Fees. Audit-related fees for 2025 and 2024 consisted of pre-approved consultation concerning financial accounting and reporting standards and performing Housing and Urban Development (HUD) and Retirement Plan audits.

 

Policy on Pre-Approval of Audit and Permissible Non-Audit Services

The Audit Committee has considered whether the provision of non-audit services is compatible with maintaining the independence of YHB. The Audit Committee is authorized to pre-approve all audit and permissible non-audit services provided by the independent accountants. These services may include audit services, audit-related services, and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the service or category of services and is generally subject to a specific budget. The independent accountants and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent accountants in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve services on a case-by-case basis. In assessing requests for services by the independent auditors, the Audit Committee considers whether these services are consistent with the auditors’ independence, whether the independent auditors are likely to provide the most effective and efficient service based upon their familiarity with the Company, and whether the service could enhance the Company’s ability to manage or control risk or improve audit quality. For 2025 and 2024, non-audit services included only those services described above. All these services and related fees were approved in advance by the Audit Committee.

 

 

AUDIT AND RISK COMMITTEE REPORT

 

The Audit and Risk Committee has issued a report that states as follows:

 

●

We have reviewed and discussed with management our audited consolidated financial statements for the year ended December 31, 2025,

●

We have discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board, and

●

We received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit and Risk Committee concerning independence and have discussed with the independent registered public accounting firm their independence from us.

 

Based on the review and discussions referred to above, the Audit and Risk Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for filing with the Securities and Exchange Commission.

 

This report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that MainStreet Bancshares, Inc. specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

 

This report has been provided by the Audit and Risk Committee:

 

Rafael E. DeLeon (Chair)

Russell Echlov

Paul Thomas Haddock

Patsy I. Rust

Terry M. Saeger

 

 

PROPOSAL 3 --

APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION

 

At the 2025 Annual Meeting of Shareholders, our shareholders were provided the opportunity to cast an advisory vote to approve the compensation of our named executive officers, also commonly known as a “Say-on-Pay” proposal. The Company’s shareholders overwhelmingly approved the Company’s executive compensation program, with over 82% of the votes cast in favor of the proposal. At the 2025 Annual Meeting, shareholders were also asked to recommend how often shareholders should be given the opportunity to cast a “Say-on-Pay” vote. Over 96% of the votes were for the “One Year” option, and this option was later approved by the Board. As a result and as required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we are again providing shareholders the opportunity to cast an advisory vote to approve named executive officer compensation.

 

We seek to closely align our compensation programs with short-term and long-term goals, while avoiding unnecessary or excessive risk- taking. Our Compensation Committee is focused on the alignment between compensation outcomes and shareholder returns.

 

We urge you to read the executive compensation disclosures in this Proxy Statement so that you have an understanding of our executive compensation philosophy, policies, and practices.

 

The vote on this resolution is not intended to address any specific element of compensation, rather the vote relates to the compensation of our named executive officers, as described in this Proxy Statement. The vote is advisory, which means that the vote is non-binding on the Company, our Board of Directors, or the Compensation Committee.

 

The Company’s management will present the following resolution to the Annual Meeting:

 

RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of our named executive officers as disclosed under “Executive Compensation” in the Proxy Statement.

 

Although this advisory vote will be non-binding, it will serve as a recommendation to the Compensation Committee and the Board of Directors. The Compensation Committee and the Board will seriously consider the voting results in connection with their ongoing evaluation of the Company’s executive compensation arrangements. The next such shareholder advisory vote will occur at the 2027 Annual Meeting of Shareholders.

 

Our Board of Directors recommends you vote FOR approval of the advisory Say-on-Pay resolution set forth above.

 

Approval of the proposal requires the affirmative vote of a majority of the votes cast on the matter.

 

CERTAIN TRANSACTIONS

 

A number of our directors, executive officers, and members of their immediate families, as well as organizations with which they are affiliated, were clients of the Bank during 2025. All loans to our related persons—as defined in Instruction 1 to Item 404(a) of Regulation S-K—were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those provided at the time for comparable loans with persons not related to the lender, and did not involve more than the normal risk of collectability or present other unfavorable features. At December 31, 2025, the aggregate outstanding principal balance of all such related party loans was $823,000.

 

 

The Sarbanes-Oxley Act of 2002 generally prohibits a public company from extending or renewing credit or arranging the extension or renewal of credit to an officer or director. However, this prohibition does not apply to loans made by depository institutions, such as the Bank, that are insured by the Federal Deposit Insurance Corporation and are subject to the insider lending restrictions of the Federal Reserve Board’s Regulation O. Accordingly, we permit our directors and executive officers, their family members and their related interests, to establish and maintain banking and business relationships in the ordinary course of business with the Bank. With respect to lending activities, the Bank has policies governing affiliate and insider lending transactions. These policies prohibit extensions of credit to “insiders,” as defined in the policies, unless the extension of credit:

 

●

is made in the ordinary course of business on substantially the same terms (including interest rates and collateral) as, and following credit underwriting procedures that are not less stringent than, those prevailing at the time for comparable transactions with members of the general public, and

●

does not involve more than the normal risk of repayment or present other unfavorable features.

 

 

SHAREHOLDER PROPOSALS

 

The Board of Directors expects that the Company’s 2027 Annual Meeting of Shareholders (the “2027 Annual Meeting”) will be held on or about May 20, 2027.

 

The deadline for submission of proposals to be included in our proxy materials for the 2027 Annual Meeting is December 18, 2026. Proposals should be addressed to: Corporate Secretary, MainStreet Bancshares, Inc., 10089 Fairfax Boulevard, Fairfax, Virginia 22030. Shareholders must also comply with applicable rules of the SEC regarding the inclusion of proposals in proxy materials, and we may omit any proposal from our proxy materials that does not comply with the SEC’s rules.

 

In order to be considered at our 2027 Annual Meeting, but not included in our proxy materials, a shareholder nomination for director or proposal to take action at such meeting must be received by the Corporate Secretary of the Company at the principal executive office of the Company by no later than the close of business on the 120^th calendar day prior to the first anniversary of the preceding year’s annual meeting date; provided, however, that in the event the date of the annual meeting is more than 30 calendar days before or after such anniversary date, notice by the shareholder will considered timely if it is delivered by the close of business on the 10^th calendar day following the day on which notice of the date of the annual meeting was first mailed or public announcement of the date of the annual meeting was first made, whichever occurs first. Any such proposal shall be subject to the requirements of the proxy rules adopted under the Exchange Act.

 

Pursuant to our Bylaws, as amended, such shareholder’s notice shall set forth: (1) a brief description of the business desired to be brought before the annual meeting, including the text of the proposal or business, and the reasons for conducting such business at the annual meeting; and (2) as to the shareholder giving such notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (A) the name and address of such shareholder, as they appear on the Company’s stock transfer books, and of such beneficial owner, (B) the class or series and number of shares of capital stock and depositary shares of the Company that are owned beneficially and of record by such shareholder and such beneficial owner, (C) a description of all agreements, arrangements or understandings between such shareholder or beneficial owner and any other person or persons (including their names), regardless of whether such agreement, arrangement or understanding relates to the Company, any material interest of such shareholder or beneficial owner, if any, in such business, and a representation that such shareholder is not acting in concert with any other person or persons, (D) with respect to each shareholder, beneficial owner, person with whom such shareholder or beneficial owner has any agreement, arrangement or understanding or are acting in concert, the information that would be disclosed pursuant to Item 5(b) of Schedule 14A under the Exchange Act assuming each such person is deemed a “participant” as defined in paragraphs (a)(ii)—(vi) of Instruction 3 to Item 4 of Schedule 14A, (E) a representation that such shareholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination or business, (F) an acknowledgment that, if such shareholder, or a qualified representative thereof, fails to appear at such meeting (including virtually in the case of a meeting conducted by means of remote communication) and present a proposed nominee or business, as applicable, the Company need not present the proposed nominee for election or proposed business for approval, notwithstanding the Company’s receipt of proxies in respect of a vote on such matters, and (G) such other information as may be reasonably requested by the Company to facilitate disclosure to shareholders of all material facts that, in the reasonable discretion of the Company, are relevant for shareholders to make an informed decision.

 

 

With respect to such shareholder’s nomination of a person as a director, a brief description of the background and credentials of such nominee, including (A) the name, age, business address and residence address of such nominee, (B) the principal occupation or employment of such nominee, (C) the class or series and number of shares of capital stock and/or the number of depositary shares of the Company that are owned beneficially and of record by such nominee, (D) any other information relating to such nominee that would be required to be disclosed in a solicitation of proxies for election of directors pursuant to Regulation 14A under the Exchange Act, and (E) such nominee’s written consent to being named in a Proxy Statement as a nominee and to serving as a director if elected. The Company may require any proposed nominee for director to furnish, within 10 days of receipt by the proposed nominee of such request, such other information, including a Director/Nominee Questionnaire with respect to the background and qualifications of such nominee, as the Company may reasonably request to confirm the eligibility of such proposed nominee to serve as a director.

 

With respect to any director nomination, such shareholder’s notice shall also provide a written undertaking and agreement by the shareholder giving the notice or, if the notice is given on behalf of a beneficial owner on whose behalf the nomination is made, by such beneficial owner, that (A) such shareholder or beneficial owner will deliver to holders of shares representing at least 67% of the voting power of the stock entitled to vote generally in the election of directors either (x) at least 20 calendar days before the annual meeting, a copy of its definitive Proxy Statement for the solicitation of proxies for its director candidates, or (y) at least 40 calendar days before the annual meeting a Notice of Internet Availability of Proxy Materials that would satisfy the requirements of Rule 14a-16(d) under the Exchange Act; and (B) that such shareholder will update the Company in writing promptly if the shareholder fails to satisfy the requirements of Rule 14a-19 under the Exchange Act for any reason including a failure to file a definitive Proxy Statement with the SEC or a decision by the shareholder not to solicit the requisite 67% of the voting power entitled to vote in the election of directors. If (B) is not applicable, such shareholder shall prior to the meeting provide the Company a certificate or other evidence that the requirements of Rule 14a-19 have been fully satisfied.

 

With respect to any business other than a director nomination proposed to be brought before an annual or special meeting, such shareholder’s notice shall also provide a representation whether the shareholder or the beneficial owner, if any, intends or is part of a group that intends to deliver a definitive Proxy Statement to holders of at least the percentage of the Company’s outstanding capital stock required to approve or adopt the proposal.

 

Nothing in this Proxy Statement shall be deemed to require us to include in our Proxy Statement and proxy relating to an annual meeting any shareholder proposal that does not meet all of the requirements for inclusion established by the SEC in effect at the time such proposal is received.

 

REFERENCES TO OUR WEBSITE ADDRESS

 

References to our website address throughout this Proxy Statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of the SEC’s rules. These references are not intended to, and do not incorporate the contents of our website by reference into this Proxy Statement or the accompanying materials.

 

 

OTHER MATTERS

 

The Board of Directors is not aware of any business to come before the Annual Meeting other than those matters described above in this Proxy Statement and matters incident to the conduct of the Annual Meeting. Properly executed proxies in the accompanying form that have not been revoked confer discretionary authority on the persons named therein to vote at the direction of a majority of the Board of Directors with respect to matters incident to the conduct of the Annual Meeting and with respect to any other matter presented to the Annual Meeting if notice of such matter has not been delivered to the Company in accordance with the Articles of Incorporation and Bylaws, which provide an advance notice procedure for certain business to be brought before an annual meeting of shareholders. If a shareholder notifies the Company of such shareholder’s intent to present a proposal at the Annual Meeting not in accordance with such procedures, the persons named in the accompanying proxy may exercise discretionary voting authority, as determined by a majority of the Board of Directors, if the proposal is raised at the Annual Meeting without any discussion of the matter in this Proxy Statement.

 

The cost of solicitation of proxies will be borne by the Company. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy material to the beneficial owners of common stock. In addition to solicitations by mail, directors, officers and regular employees of the Company and the Bank may solicit proxies personally, by telegraph or telephone without additional compensation.

 

BY ORDER OF THE BOARD OF DIRECTORS

 

Thomas J. Chmelik

Secretary

 

Fairfax, Virginia

April 17, 2026

 

 

ANNUAL REPORT ON FORM 10-K

 

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, is being mailed to shareholders together with this Proxy Statement. Except to the extent specifically incorporated by reference, the Annual Report on Form 10-K is not to be treated as part of the proxy solicitation materials nor as having been incorporated by reference herein.