10-K/A: MainStreet Bancshares Amends 2024 Annual Report to Correct Articles of Incorporation

Sentiment:

Amendment to Annual Report 1 August 2025 5:29 PM

📋All filings for Mainstreet Bancshares, INC

MainStreet Bancshares, Inc. filed an amendment to its 2024 Annual Report on Form 10-K to correct an inadvertently filed version of its Restated Articles of Incorporation and include new officer certifications.

Summary

MainStreet Bancshares, Inc. filed an Amendment No. 2 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
The sole purpose of this amendment is to include the correct version of Exhibit 3.1, Restated Articles of Incorporation, which was inadvertently filed incorrectly in the Original Report.
The amendment also includes new certifications from the principal executive officer, Jeff W. Dick, and principal financial officer, Thomas J. Chmelik, as required by Item 15 of Part IV.
The amendment does not reflect events occurring after the date of the Original Report (March 14, 2025) or modify other disclosures, except as required for these amendments.
Common Stock trades under MNSB and Depositary Shares under MNSBP on The Nasdaq Stock Market LLC.
As of June 30, 2024, the aggregate market value of common equity held by non-affiliates was $134,721,919.
As of March 10, 2025, there were 7,728,106 shares of Common Stock outstanding.
The Corporation is authorized to issue 15,000,000 shares of Common Stock with a par value of $4.00 and 2,000,000 shares of Preferred Stock with a par value of $1.00.
The 7.50% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock has a liquidation preference of $1,000 per share, with 28,750 authorized shares in this series.
Dividends on Series A Preferred Stock are non-cumulative, payable quarterly in arrears on March 30, June 30, September 30, and December 30, beginning December 30, 2020, at a rate of 7.50% per annum.
The Series A Preferred Stock is redeemable at the Corporation's option on or after September 30, 2025, at $1,000 per share plus declared and unpaid dividends, subject to Federal Reserve Board approval.
The Board of Directors is classified into three groups (Group I, II, III) with three-year terms, and consists of no fewer than 5 nor more than 15 directors.
Shareholder approval for certain actions (e.g., Articles of Incorporation amendment, merger, sale of assets, dissolution) requires a majority vote if approved by at least two-thirds of directors, or 80% if not.
The Corporation indemnifies directors and officers against liability, except for willful misconduct, knowing criminal law violations, or improper personal benefit.

Sentiment

Score: 5

Explanation: The filing is a neutral technical amendment to correct a previously filed document and update certifications, indicating standard compliance procedures.

Positives

Correction of an inadvertently filed exhibit ensures accuracy of public records and compliance.
Inclusion of updated certifications from principal executive and financial officers reinforces accountability and transparency.
Detailed corporate governance structure, including preferred stock terms and director indemnification, is clearly outlined for stakeholders.

Negatives

The need for an amendment indicates an initial error in the original filing process.

Future Outlook

Management Comments

"Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report."
"Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report."
"The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures... to ensure that material information relating to the registrant... is made known to us by others within those entities..."
"The registrants other certifying officer and I are responsible for establishing and maintaining internal control over financial reporting... to provide reasonable assurance regarding the reliability of financial reporting..."

Industry Context

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Articles of Incorporation Amendment	Filing of the correct version of the Restated Articles of Incorporation, detailing corporate name, purposes, authorized stock classes (Common and Preferred), preemptive rights, voting rights, liquidation preferences, and the establishment of Preferred Stock series.	NA	Ensures accurate foundational corporate governance documents are publicly available, clarifying shareholder rights and corporate structure.
Preferred Stock Series A Terms	Detailed terms for 7.50% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, including designation, number of shares (28,750), liquidation preference ($1,000/share), ranking (senior to Common, pari passu with Series A Parity Securities), non-cumulative dividends (7.50% per annum, quarterly), redemption terms (optional after Sept 30, 2025, or upon Regulatory Capital Treatment Event), and limited voting rights (e.g., two-thirds vote for senior stock issuance or adverse amendments, election of two directors if six quarterly dividends are missed).	NA	Provides clarity on the rights and preferences of Series A Preferred Stock holders, affecting capital structure and potential future financing flexibility.
Board of Directors Structure	Board is classified into three groups (Group I, II, III) with three-year terms, with a minimum of 5 and maximum of 15 directors. Provisions for additional directors if Preferred Stock voting rights are triggered.	NA	Establishes a staggered board structure, which can impact board control and shareholder influence over director elections.
Shareholder Meeting Quorum and Approval	One-third of votes entitled to be cast constitutes a quorum. Certain major corporate actions (e.g., Articles amendment, merger, asset sale, dissolution) require majority shareholder vote if approved by two-thirds of directors, or 80% if not.	NA	Defines the thresholds for shareholder participation and approval on significant corporate matters, potentially making certain transactions more difficult to pass without strong board support.
Indemnification and Liability Elimination	Corporation indemnifies directors and officers for good faith conduct, except for willful misconduct, knowing criminal law violations, or improper personal benefit. Also limits monetary liability for damages arising from a single transaction, occurrence, or course of conduct, with similar exceptions.	NA	Provides protection for directors and officers against certain liabilities, which can influence willingness to serve and potentially impact corporate risk-taking, while also outlining limits to this protection.

Stakeholder Impact

Shareholders: Benefit from accurate and complete corporate governance documents, ensuring transparency regarding their rights and the company's structure.

Key Dates

Date	Description
2020-12-30	Beginning date for quarterly dividend payments on Series A Preferred Stock.
2024-06-30	Last business day of the most recently completed second fiscal quarter, used for aggregate market value calculation.
2024-12-31	Fiscal year end for the Annual Report on Form 10-K.
2025-03-10	Date for which 7,728,106 shares of Common Stock were outstanding.
2025-03-14	Date the Original Report on Form 10-K was filed.
2025-08-01	Date of signing for the Amendment No. 2 on Form 10-K/A.
2025-09-30	Earliest date Series A Preferred Stock is redeemable at the option of the Corporation.

Keywords

MainStreet Bancshares, MNSB, SEC filing, 10-K/A, Annual Report Amendment, Corporate Governance, Articles of Incorporation, Preferred Stock, Common Stock, Financial Reporting, Bank Holding Company, Nasdaq

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