MainStreet Bancshares (MNSB) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 21, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation.

• Shareholders of record as of April 2, 2026, are eligible to vote, with one vote per share of common stock; Series A Preferred Stock has no voting rights.

• The Board unanimously recommends voting FOR all proposals and nominees.

• Proxy materials, including the Annual Report, are available online and by mail.

Voting matters and shareholder proposals

• Four directors are nominated for three-year terms expiring in 2029.

• Shareholders will vote to ratify Yount, Hyde & Barbour, P.C. as independent auditor for 2026.

• Advisory, non-binding vote on executive compensation (Say-on-Pay) is included.

• Shareholder proposals for the 2027 meeting must be submitted by December 18, 2026.

Board of directors and corporate governance

• The Board consists of ten directors divided into three groups with staggered three-year terms.

• Majority of directors and all committee members (except two executives) are independent per Nasdaq standards.

• Board committees include Nominating, Compensation, and Audit and Risk, each with written charters.

• Director stock ownership guidelines require a minimum $100,000 investment within three years.

• Codes of Ethics and policies on insider trading and stock pledging are in place.