Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 23, 2025, MainStreet Bancshares, Inc. (the "Company") announced that Richard A. Vari will become Executive Vice President and Chief Financial Officer of the Company and the Bank, effective January 1, 2026. Mr. Vari, 38, is a certified public accountant and an executive with extensive bank industry experience. From July 2025 to December 2025, he served as Chief Financial Officer of MainStreet Bank (the "Bank") and was Chief Accounting Officer and Senior Vice President of the Company and the Bank from September 2019 to July 2025. Prior to that Mr. Vari was an accounting manager in the accounting firm Elliott Davis, LLC, where he spent eight years in the financial services practice.

On December 18, 2025, the Company entered into a new employment agreement with Richard A. Vari, who currently serves as the Bank's Chief Financial Officer and the Company's Chief Accounting Officer. Pursuant to the new agreement, Mr. Vari will also serve as the Company's Chief Financial Officer effective January 1, 2026. The term of the new employment agreement commences as of December 31, 2025, and runs through December 31, 2028, unless sooner terminated or extended under the terms of the employment agreement.

As compensation while employed under the employment agreement, Mr. Vari will receive an annual base salary of $360,000 effective as of January 1, 2026. Mr. Vari continues to be eligible to receive bonus and equity awards commensurate with his role as an executive officer of the Company and the Bank as determined by the Compensation Committee and the Board of Directors. During the term of his employment, Mr. Vari will be entitled to participate in the Bank's health and disability plans and group term insurance policy.

The employment agreement provides for customary non-competition, non-solicitation and employee no-hire covenants that apply during the term of Mr. Vari's employment and for a period of twelve months thereafter and a perpetual confidentiality covenant.

In addition, the employment agreement provides that, if during the one-year period following a change of control, Mr. Vari's employment is terminated either by the Bank without cause or by Mr. Vari for good reason, Mr. Vari will be entitled to receive a severance payment equal to 299% times his five-year average of taxable compensation. In the event of termination of employment by the Bank without cause or by Mr. Vari for good reason, absent a change of control transaction, Mr. Vari would be eligible to receive severance pay equal to the greater of his then current base salary for one year or his then current base salary for the balance, if any, of the remaining term of the employment agreement, plus the average of any annual bonus payments during the prior three-year period.

The foregoing description of the employment agreement does not purport to be complete and is qualified in its entirety by reference to the full and complete text of the employment agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.