UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.D. C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.  )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

MAINSTREET BANCSHARES, INC.

(Name of registrantRegistrant as specifiedSpecified in its charter)

Charter)

(Name of person(s) filing proxy statement,Person(s) Filing Proxy Statement, if other than the registrant)Registrant)

Payment of Filing Feefiling fee (Check the appropriate box):

PRELIMINARY PROXY MATERIALS - SUBJECT TO COMPLETION, MARCH 22, 2024

2024 NOTICE OF ANNUAL MEETING

and PROXY STATEMENT

MAY 15, 2024

11:00 a.m. Eastern Time

Virtual Annual Meeting Site:

https://www.proxydocs.com/MNSB

10089 Fairfax Boulevard

Fairfax, Virginia 22030

(703) 481-4567

April 13, 2021[•], 2024

Dear Fellow Shareholder:

You are cordially invited to virtually attend the 2021our 2024 Annual Meeting of Shareholders offor MainStreet Bancshares, Inc. The Annual Meeting will begin promptly at 11:00 a.m., Eastern Time, on May 19, 2021,15, 2024, via a live webcast.

In each of the last three years we’ve held a virtual-only internet webcast Annual Meeting. We appreciate that this format allows for greater participation by our shareholders. Instructions on howand registration to participate in theattend this year’s Annual Meeting are postedavailable at https://www.proxydocs.com/MNSB. Prior registrationMNSB. You will need to register to attend the Annual Meeting at www.proxydocs.com/MNSB is required bymeeting before 5:00 p.m., Eastern Time, on May 18, 2021. 15, 2024.

Only shareholders who held shares at the close of business on the record date, March 31, 2021,28, 2024, may vote at the Annual Meeting, including any adjournment or postponement thereof. AttendanceVirtual attendance at the Annual Meeting electronically is considered attendance in person.

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

We haveWe’ve included a copy of our Annual Report on Form 10-Kfor the year endedyear-ended December 31, 2020,2023 in this mailing, which is also available at the SEC’s website, www.sec.gov, and on our website, www.ir.mstreetbank.com.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.

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 19, 202115, 2024

Notice is hereby given that the 20212024 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 Wednesday, May 19, 2021, 15, 2024, 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:

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 MeetingMeeting.

The Board of Directors has fixed the close of business on March 31, 2021, 28, 2024, 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 meetingAnnual Meeting and any adjournment or postponement thereof.

As a result of the current COVID-19 pandemic and the related health and safety concerns and government recommendations and restrictions on public gatherings, we will hold the Annual Meeting as a virtual-only, Internet webcast meeting only, without any physical meeting location.

To attend the Annual Meeting, you must register in advance at https://www.proxydocs.com/MNSB prior to the deadline of May 18, 2021, 14, 2024, 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.questions.

EACH SHAREHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS REQUESTED TO VOTE THEIRTHE 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.

Thomas J. Chmelik

Secretary

Fairfax, Virginia

April 13, 2021

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.

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.

QUESTIONS AND ANSWERS

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, Internetinternet webcast meeting without a physical location on Wednesday, May 19, 2021,15, 2024, 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.

You may vote if you were a holder of Company common stock at the close of business on March 31, 2021,28, 2024, 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 https://www.proxydocs.com/MNSB by 5:00 p.m., Eastern Time, on May 18, 202114, 2024 (the “Registration Deadline”). You will be asked to provide the control number located inside the shaded gray 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.

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.

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

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To vote in person at the virtual Annual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent. The proxy materials that you receive from your broker, bank, or other agent include instructions on how toand then register in advance to attend the Annual Meeting electronically.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 meeting at www.proxydocs.com/MNSB after logging in with yourffyour Control Number.

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 March 31, 2021 (the “Record Date”).28, 2024. On the Record Date,record date there were 7,544,365[•] 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 March 31, 202128, 2024, 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, AmericaEquiniti Trust Company, LLC (formerly, American Stock Transfer & Trust Company, LLC,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 18, 2021.14, 2024. 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.

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 vote for or withhold your vote from any nominee you specify. You may not vote your proxy “For” the election of any persons other than the three named nominees. For Proposal 2, you may vote “For” or “Against,” or “Abstain” from voting, on the proposal.

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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.

You may vote on:

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

Yes, pleaseYes. 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 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

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ParticipantsIf you are a participant in the MainStreet Bank 401(k) Retirement Plan (“401(k)(the “Retirement Plan”) with account assets invested in Company common stock, you are receiving a proxy card that will receive a Vote Instruction Form that allows themserve as your voting instruction form on behalf of the Retirement Plan. Pursuant to the Retirement Plan, you are entitled to direct the 401(k) Plan trustee how to vote the Company common stock allocatedshares credited to their 401(k) plan account.your account in the Retirement Plan. If a Retirement Plan participant does not direct the 401(k)Retirement Plan trustee as to how to vote the Company common stock allocated to their 401(k) plan,the participant’s Retirement Plan account, the trustee, will, subject to its fiduciary duty, will vote such common stock in the same proportion as it has received voting instructions from other 401(k) Plan participants. The deadline for return of your 401(k) Vote Instruction FormRetirement Plan voting instructions is May 18, 20219, 2024, at 5:00 p.m., local time.

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

Directors are elected by a plurality of the votes cast (Proposal One). 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 Two).

The affirmative vote of a majority of the votes cast is required for approval of the amendment to the 2019 Equity Incentive Plan (Proposal Three).

The affirmative vote of a majority of the shares of common stock then outstanding is required for approval of the amendment to the Company’s Restated Articles of Incorporation (Proposal Four).

If you are the 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 and “FOR” Proposal Two.

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

A broker “non-vote”“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

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(“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. Brokers who are not members of the NYSECertain 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.

At the close of business on March 31, 2021,28, 2024, which is the record date for the Annual Meeting, there were 7,544,365[•] shares of Company common stock outstanding and entitled to vote.

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 March 31, 2021,28, 2024, are entitled to notice of, and to vote at, the Annual Meeting.

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: (1)except as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote, and (3) to facilitate a successful proxy solicitation.

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. 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.

We will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials and soliciting votes. If you chooseThe Company has retained Alliance Advisors, LLC to accessaid in the proxy materials and/or vote oversolicitation of proxies in connection with the Internet, you are responsibleAnnual Meeting and will pay a base fee for Internet access charges you may incur. If you choose to vote by telephone, you are responsibletheir services of $7,500, plus $3,000 for telephone charges you may incur.disbursements. Additional 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.

The Company has retained Equiniti Services LLC (“EQ”)plans to aidannounce 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 solicitation of proxies, EQ, will receive a base fee not to exceed $6,000 plus certain incremental costs for its proxy solicitation services.SEC within four business days after the Annual Meeting.

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ENVIRONMENTAL, SOCIAL & GOVERNANCE (ESG)

The Company and the Bank strive to build successful relationships with our customers, our communities, our investors, and our environment. The Company is focused as much on its ESG success as it is on its financial success.

Environmental

The Company has a goal of reducing its carbon emissions each year,year.

MainStreet Bank’s origins as a “branch-lite” financial institution mean that we have been and throughwill continue to be part of the use oftransition to a sustainable economy that is kinder to our environment because it is less dependent on carbon offsets, becoming a carbon neutral Company by 2023.

The Company is considered a “branch lite” Bank. With $1.6 billion in assets, mostfuels. Most banks itsthe Company’s size have 20+ branches. MainStreetThe Bank has seven locations and intends to shutter one of the seven later in 2021.only six locations. The Company has adopted a strategy of Put ourOur Bank in Your Office^®, which also allows customers to bankconduct business with us without having to make tripstraveling to the Bank in order to complete their banking activity. Approximately 65%Bank. On average, 70% of daily transactions are processed by our customers without the need to come to the Bank. For business operators in particular, our remote banking solutions have reduced the need to make frequent visits to a branch bank to deposit cash and checks. This helps to reduce vehicular traffic in our already crowded market.

The Company has converted all lighting to LED, scheduled HVAC units for maximum efficiency during off-work hours, incorporated mini-split units for specific location heating and cooling, tinted windows to reduce cooling needs and increased the number of indoor plants to improve air quality.

The Company has also added charging stations to accommodate employees who drive electric vehicles and encourages the purchase of hybrid vehicles.

We recognize the growing environmental risks of electronic waste and have procedures in place to reduce our impact in this regard. For example, MainStreet Bank contracts with an asset disposal company to ensure that all retired electronic assets, including computers, monitors, network equipment, security cameras, and batteries, are disposed of and recycled in an appropriate and environmentally sensitive manner.

We allow our employees to telecommute. Approximately 17% of our employees work remotely full-time. All but our relatively lean team of branch staff are eligible to telecommute, and most do so at least a few days a month. These arrangements give us a broader and more diverse pool of applicants in recruiting and serve to reduce our employees’ carbon footprint.

In our lending portfolio, we seek opportunities to support energy efficiency and renewable energy. In 2023, we closed our first Property Assessed Clean Energy (PACE) loan, which follows Department of Energy guidelines on financing energy-related improvements on private property.

Social

The way the Company interacts with the communities in which it operates and with its employees constitute its social impact. The PACE loan mentioned above exemplifies how we approach the “S” in ESG in our communities. Our funding is committedrenovating The Festival Center, a hub for mission-driven organizations in the Adams Morgan neighborhood of Washington, D.C. The new Festival Center will provide office space to giving backa wide range of community-focused ministries and non-denominational non-profits, which provide access to affordable housing, job training, legal aid services, health services, substance abuse support, and more.

The establishment in 2022 of MainStreet Community Capital is another business initiative we have taken to support ESG initiatives in our communities. MainStreet Community Capital’s focus is to invigorate distressed, low-income communities in the Washington, D.C., metropolitan area by providing capital and other financial services. These investments are intended to spur the creation of quality jobs and services in underserved areas. MainStreet Community Capital has earned its designation as a Community Development Entity (CDE) as defined under the U.S. Treasury Department’s Community Development Financial Institution (CDFI) Fund. MainStreet Community Capital has applied to the communities we serve. During 2020,CDFI Fund for an allocation of the Company donated over $135,000New Markets Tax Credits that will be awarded in 2024 and plans to 25 organizations. Specificcontinue to the pandemic, the Company donated $60,000do so annually.

Turning to local organizations that provide food, shelter, and housing assistance.

Diversity

Asour staff, as of December 31, 2020,2023, the Company employed 126186 full-time employees. None of our employees are represented by a collective bargaining agreement.

The Board and management are focused on maintaining a strong corporate culture. The Company’s goal is to always hire the most qualified individuals. The Company is in a diversely populated geography, and as a result, the Company has a very diverse workforce.Company’s workforce effectively represents that diversity. We believe that a diverse workforce enhances our ability to serve our customers and our communities by enabling us to better understand their financial needs and to provide necessary and appropriate financial services.

At the Board level, the Company has six independent directors. Two of the independent directors self-identify as female and one as an African American male. Three of the independent directors self-identify as white males.

Seventy-five8

Seventy-four percent of the Company’s employees self-identify as either female or ethnically diverse (defined as all Equal Employment Opportunity Commission classifications other than white). The Company is proud to have threefour veterans on its team as well.

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At the Board level, the Company has seven independent directors. Two of the independent directors self-identify as female, one self-identifies as an African American male, and one self-identifies as a Hispanic male. Three of the independent directors self-identify as white males.

Diversity is one factor considered when considering candidates to serve on the Board of Directors. The Board believes that diversity supports its goal of best serving the Company and our shareholders, customers, and employees. The matrix below summarizes the self-identified diversity attributes of our Board members. The categories listed below have the meanings defined in Nasdaq Listing Rule 5605(f)(1). The Company believes that it is in compliance with the diversity requirements in the Nasdaq Listing Rules. All data set forth below is as of December 31, 2023.

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The Company is focused on equal pay for equal work, and on providing professional development opportunities todeveloping all employees to assist in reachingreach their full potential. The Company realizes that hiring a diverse workforce that is representative of the diversity of the local population also allows us to better serve our marketplace.

The age distribution of our employee base is also appropriately diversified.

Employee Age Diversity

The age distribution of our employees as denoted by generational categories.

Employees by Generation

The gender distribution of our employee base is diversified.

Employees by Gender

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For the fiscal year ended December 31, 2023, we had 48 promotions. These promotions were distributed as follows:

2023 Promotions Diversity

The Company celebrates diversity throughout the year and fosters opportunities to learn about different cultures, religious practices, traits, and differences. The Company finds that doing so brings out the best in the team as we grow together to exceed customer expectations and create shareholder value. The Company and the Bank are committed to and focused on the health and safety

Governance

Board of our customers and employees.

GovernanceDirectors

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

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The Codes of Ethics are available on the “Investor Relations” page of our website, www.ir.mstreetbank.com/govdocs.ir.mstreetbank.com/corporate-overview/documents. Amendments to and waivers from the Code of Ethics for Senior Financial Officers will also be disclosed on our website.

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 currently combines the position of Chairman of the Board with the position of Chief Executive Officer, coupled with a lead independent directorLead Independent Director position to further strengthen the Company’s corporate governance

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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 particular risks within the Company, as well asand 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, who are the same individuals who serve on the Board of Directors of the Company and Abdul Hersiburane, President 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.

The Compensation Committee evaluates, with our senior officers, risks posed by our compensation programs and seeks to limit any unnecessary or excessive risks these programs may pose to the Company, to avoid programs that might encourage such risks.

Risk is inherent with every business, particularly financial institutions. We face a number ofmultiple 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 thecybersecurity and other risks the Company faces, while the Board hasand 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

Effective as of October 2, 2024, our Board of Directors 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, 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 recover 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.

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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 Securities Exchange Act of 1934, as amended.

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.

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Director Attendance

The Board of Directors conducts its business through meetings of the Boardboard and through activities of its committees. During the year ended December 31, 2020,2023, the Board of Directors met a total of 1211 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, 2020.2023. The Board encourages, but does not require, directors to attend annual meetings of shareholders. All directors attended the 2020virtual-only 2023 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.

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Compensation Committee. The Compensation Committee oversees the Company’s executive compensation and benefit policies and practices. The Committee met fourtwo times during the 20202023 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, www.ir.mstreetbank.com/govdocs.ir.mstreetbank.com/corporate-overview/documents.

The Compensation Committee is responsible for establishing the Company’s compensation philosophy, developing compensation guidelines, and establishing (or recommending to the entire Board of Directors) the compensation of executive officers.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 recently adopted Clawback Policy, see “Governance.”

The Compensation Committee’s goal is to determine appropriate compensation levels that will enable the Company to, among other things: (i) attract, retain and motivate an experienced, competent executive management team; (ii) reward the executive management team for the enhancement of shareholder value based on our annual performance and the market price of our stock; (iii) provide compensation rewards that are adequately balanced between short-term and long-term performance goals; and (iv) 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 managementthe Chairman and Chief Executive Officer 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 is responsiblehas oversight responsibility for overseeing 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 financial reporting processesdismiss 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 auditsAudit and Risk Committee. The Audit and Risk Committee met four times during 2023.

The primary functions of the Audit and Risk Committee are to oversee: (i) the audit of the financial statements of the Company.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 met four times in 2020. 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 2023. The Audit and Risk Committee will also pre-approve 2024 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, www.ir.mstreetbank.com/govdocs.ir.mstreetbank.com/corporate-overview/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).

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

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 nine10 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, three individuals have been nominated for election as directors of the Company for terms expiring at the 20242027 Annual Meeting of Shareholders.

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. The three nominees currently serve as Company directors. With the exception of Mr. Brockett, who was elected a director of the Company in January 2018, and Mr. Echlov, who was elected a director of the Company and the Bank in December 2018, allAll directors have served as directors of the Company since it was formed as the Bank’s holding company in July 2016.2016, except for Mr. Brockett, who was elected a director of the Company in January 2018, Mr. Echlov, who was elected a director of the Company in December 2018, and Mr. DeLeon, who was elected a director of the Company in July 2021.

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

Nominees for Election at the Annual Meeting for Three-Year Terms

Charles C. Brockett57,, 60, 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 now serves solelyretired as President and a director of the Bank. Effective March 31, 2022, Mr. Brockett retired as President of the Bank. See “Executive Officer Who is NotCompany. Mr. Brockett’s employment agreement with the Company terminated on December 31, 2021. Mr. Brockett continues to serve as a Company Director.”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 November 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,

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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

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Mendon Capital Advisors/RMB Capital.Strategy (Community Banking Strategy) from 2014 to 2020. Mr. Echlov started his career as an associate at Mendon Capital Advisors Corp in 1997.1997 and worked closely with founder Anton Schutz. 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 portfolio.strategy. Mr. Echlov earned his Bachelor’sbachelor’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. Mr. Echlov served as a director of Independence Bancshares, Inc. from May 2015 until January 2018.

Summary of director qualifications for Mr. Echlov – Mr. Echlov brings vast financial services industry knowledge working in his position as a Partner and Founder of Ledyard Capital and formerly as a Senior Portfolio Manager with Mendon Capital Advisors/RMB Capital.knowledge. Mr. Echlov’s extensive background in analyzing investment opportunities and following performance across the financial industry for over 2025 years has provided him with a strong depth of industry knowledge. He has experience in financial statements, credit, alco, and operational risk, corporate governance, and technology. In addition, the Board has determined that Mr. Echlov is an audit committee financial expert as defined by the SEC.

Darrell Green, 61,64, 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 custom program to establish workforce relationships.

In 2003, Mr. Green established Darrell Green Enterprises, Inc., a marketing company that facilitates opportunities for Mr. Green and other athletes. After 20 years

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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 inception. He became the Chairman of the Board and Chair of the Executive Committee of the Bank in 2009 and also serves as Chairman of the Board of the Company. In his role as an Advisoradvisor 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 roleroles as Chairman of the Board.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, havehas provided him with a strong depth of business contacts which continues to prove to be beneficial for the Bank.

Paul Thomas Haddock81,, 84, 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

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Executive Officer Who Is Not a Company Director

Effective as ofIn July 15, 2020, the Board of Directors of the Bank appointed Abdul Hersiburane, (58)60, 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,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 MainStreetthe Bank in 2007 as a Business Banker and became head of Business Banking in 2015.

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 of under the Securities Exchange Act of 1934, as amended, underpursuant 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 [•] shares of the Company’s common stock outstanding on March 28, 2024, 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 the beneficial ownership, as of March 31, 2021,2023, of the Company’s common stock by:

(footnotes continued on following page)

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EXECUTIVE COMPENSATION

The following table sets forth summary information concerning compensation for 20202023 and 20192022 awarded to, earned by, or paid to Jeff W. Dick, Chairman, President and Chief Executive Officer, Charles C. Brockett, President, Thomas J. Chmelik, Senior Executive Vice President and Chief Financial Officer and Abdul Hersiburane, Bank President. Messrs. Dick, BrockettChmelik and ChmelikHersiburane 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

(footnotes continued on following page)

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The table below includes information with respect to all unvested restricted stock awards held by the named executive officers at December 31, 2020.2023.

Outstanding Equity Awards at Fiscal 2020 2023 Year-End

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.

For fiscal year 2023, the Company’s last completed fiscal year:

Based on this information, the ratio for 2023 of the annual total compensation of our CEO to the median of the annual total compensation of all employees is approximately 14.2 to 1. With respect to the annual total compensation of our CEO, the Company used the amount reported in the “Total” column of the 2023 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

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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 have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Employment Agreements

The Bank has entered into employment agreements with the Company’s Chief Executive Officer, Chief Financial OfficerJeff W. Dick, Thomas J. Chmelik and PresidentAbdul Hersiburane 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. The Company has guaranteed to make all payments of funds due and payable to each executive under the Agreement and to perform any and all financial obligations set forth therein to the extent that the Bank fails make such payments or perform such obligations.

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Under each agreement, upon termination for cause or termination other than “For Good Reason” (as defined in the Agreements), hisfor good reason, compensation and benefits will cease, upon termination, provided that the Bank will pay the executive 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.

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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 2023 and 2022 were $901,514 and $616,721, respectively. The named executive officers are eligible to participate in the Retirement Plan just like any other employee.

DIRECTOR COMPENSATION

During 2023, each non-employee director received Board fees in cash, common stock, or a combination of both at the director’s election. Compensation in 2023 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, 2023.

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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, 2024, subject to shareholder ratification at the Annual Meeting. YHB also served as independent auditor for the fiscal year ended December 31, 2023. 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 2024.

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, 2024.

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 2016, 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, 2023, and 2022, 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.

YHB did not provide any services related to the financial information systems design and implementation to the Company or the Bank during 2023 and 2022.

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 2023 and 2022 consisted of pre-approved consultation concerning financial accounting and reporting standards and performing Housing and Urban Development (HUD) and Retirement Plan audits.

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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 2023 and 2022, 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:

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:

Patsy I. Rust (Chair)

Elizabeth S. Bennett

Rafael DeLeon

Russell Echlov

Paul Thomas Haddock

Terry M. Saeger

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PROPOSAL THREE -

APPROVAL OF THE 2024 AMENDMENT TO THE

MAINSTREET BANCSHARES, INC.

2019 EQUITY INCENTIVE PLAN

The Board of Directors has approved, subject to shareholder approval, the 2024 Amendment (“2024 Amendment”) to the MainStreet Bancshares, Inc. 2019 Equity Incentive Plan (the “2019 Plan”). The 2019 Plan provides selected officers, other employees and outside directors of the Company and any subsidiary with additional incentives to promote our growth and performance. The Board of Directors of the Bank adopted, and the Bank’s shareholders subsequently approved, the MainStreet Bank 2016 Equity Incentive Plan (the “Equity Incentive Plan”), to provide officers, other selected employees, and directorsCompany believes that approval of the Bank with additional incentives to promote2024 Amendment is in the growth and performance of the Bank. By approving the Equity Incentive Plan, shareholders provided us with additional flexibility to continue to attract, retain, incent and reward highly qualified personnel by offering a compensation program that is further linked to the performance of our common stock. The Equity Incentive Plan is intended to further align the interests of Equity Incentive Plan participants with the interests of our shareholders by potentially increasing the ownershipbest interests of the participantsCompany and its shareholders as such Plan amendment will provide the Company with an additional 500,000 shares of Company common stock to be used to further retain and reward and, to the extent necessary, attract and incentivize our officers, other employees and outside directors to promote growth, improve performance and further align their interests with those of the Company’s shareholders through the opportunity to own additional shares of common stock .

Why We Are Seeking Approval of the 2024 Amendment to the 2019 Equity Incentive Plan

The 2024 Amendment to the 2019 Plan provides for the reservation and future award and issuance of an additional 500,000 shares of Company common stock in accordance with the 2019 Plan’s terms and conditions. The 2019 Plan currently provides for the reservation of 650,000 shares of common stock of which all but 80,580 shares have been previously awarded in lieu of cash compensation to outside directors and in lieu of cash bonuses to officers and other employees. Upon approval of the 2024 Amendment, the unawarded pool of shares under the 2019 Plan will increase by 500,000 shares of common stock (approximately 6.6% of shares of common stock currently outstanding) to a Plan reserve of 580,580 shares available for future awards.

The Company’s directors may elect to receive their annual Board compensation in the form of cash or in the form of restricted shares of common stock based upon the market value of such stock at the time of the award. The restricted shares vest evenly over a three-year period.

The Company’s officers and other employees who are bonus recipients of an amount greater than $20,000 receive one-half of their bonus in cash and one-half of their bonus in the form of restricted shares of common stock based upon the market value of such stock at the time of the award. The restricted shares vest evenly over a three-year period. Officers and other employees may elect to receive more than one-half of their incentive bonus compensation in the form of restricted shares 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 of directors, officers and other employees is not known and may vary based upon several factors, including the future trading price for the common stock, future compensation for directors and future bonus awards for officers and other employees.

In addition, the 2019 Plan permits the awards of stock options to Company directors, officers and other employees. Since the implementation of the 2019 Plan as of July 17, 2019, the Compensation Committee and the Board of Directors have not awarded any stock options, and the Board does not have any current intention to award any future stock options under the 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 limitation of the total shares of common stock reserved under the 2019 Plan.

The Board of Directors is seeking shareholder approval of the 2024 Amendment to the 2019 Plan to increase the total number of shares of common stock of the Bank.Company authorized for issuance under the 2019 Plan by an additional 500,000 shares. The 2019 Plan, as previously approved by shareholders, reserves a total of 650,000 shares of common stock for issuance pursuant to stock options and restricted stock awards, of which 80,580 shares remain available absent approval of the 2024 Amendment.

The 2024 Amendment was adopted by the Board following a review of future projected Plan awards given the anticipated growth of the Company and to ensure the Company’s ability to retain current and attract future officers, other employees and outside directors. The Board believes that the proposed 2024 Amendment will allow the Company to continue its current compensation program of making annual restricted stock awards under the 2019 Plan for the remaining term of the 2019 Plan which expires as of July 16, 2029.

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If the 2024 Amendment is not approved by Company shareholders, the Company may not have sufficient shares available under the 2019 Plan to continue making annual awards at customary levels during the remaining Plan term ending in 2029, in which case, the Board may consider alternative means of compensating its officers, other employees and outside directors using other forms of compensation, including cash.

Highlights of the 2019 Equity Incentive Plan as amended by the 2024 Amendment

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The following summary of the material features of the 2019 Equity Incentive Plan, as amended by the 2024 Amendment, is qualified in its entirety by reference to the provisions of the 2019 Equity Incentive Plan, as amended, attached hereto as Appendix A. In the event of a conflict between the terms of this summary and the terms of the 2019 Equity Incentive Plan, as amended, the terms of the 2019 Equity Incentive Plan, as amended, will control. Capitalized terms not defined in this proxy statement will have such meanings as defined in the 2019 Equity Incentive Plan, as amended.

General Plan Information

Subject to permitted adjustments for certain corporate transactions, the Equity Incentive Plan, as amended, authorizes the issuance or delivery to participants of up to 210,0001,150,000 shares of common stock. Shares ofCompany common stock may be issued under the Equity Incentive Plan pursuant to grants of incentive stock options, non-qualifiedand non-statutory stock options and restricted stock awards. Of this number,This represents an increase of 500,000 additional shares above the maximum number2019 Plan’s current limit of 650,000 shares. These additional shares represent approximately 6.6%% of the total shares of common stock that may be issued underoutstanding as of the Equity Incentive Plan pursuant to the exercise of stock options is 210,000 shares, reduced by the number of shares issued upon the vesting of restricted stock awards, and the maximum number of shares of common stock that may be issued as restricted stock awards is 210,000 shares, reduced by the number of shares issued upon the exercise of stock options.record date.

The Equity Incentive2019 Plan is administered by members of the Compensation Committee (the “Committee”) who are disinterested board members (the “Committee”).“Disinterested Board Members,” as defined in the 2019 Plan. The Committee has full and exclusive power within the limitations set forth in the Equity Incentive2019 Plan to make all decisions and determinations with respect to: (i) selectingregarding: (1) the selection of participants and the granting of awards; (ii)(2) establishing the terms and conditions relating to each award; (iii)(3) adopting rules, regulations and guidelines for carrying out the Equity Incentive2019 Plan’s purposes; and (iv)(4) interpreting the provisions of the Equity Incentive Plan.

Pursuant2019 Plan and any award agreement. The Compensation Committee has the authority to reduce, eliminate or accelerate any restrictions or vesting requirements applicable to an award at any time after the reorganization agreement in connection with the Bank’s formationgrant of the Company as its bank holding company,award or to extend the terms and conditionstime period to exercise a stock option, provided that such extension is consistent with Section 409A of the Equity Incentive Plan were converted intoInternal Revenue Code of 1986, as amended (the “Code”).

Eligibility

Each officer and deemed to be the terms and conditions of a substantially identical holding company incentive compensation plan.

Employees andother employee or outside directorsdirector of the Company or its subsidiaries or any future parent company aresubsidiary is eligible to receive awards under the Equity Incentive Plan.2019 Plan, except that non-employees may not be granted incentive stock options.

Types of Awards

The Committee may determine the type and terms and conditions of awards under the Equity Incentive2019 Plan, which mustwill be set forth in an award agreement delivered to each participant. Awards may be granted as incentive stock options non-qualifiedand non-statutory stock options, restricted stock awards or any combination thereof, as follows:

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Restricted Stock. A restricted stock award is a grant of shares of common stock, subject to vesting requirements, to a participant for no monetary consideration or minimum consideration as may be required by applicable law. Restricted stock awards under the Equity Incentive2019 Plan are towill be granted only in whole shares of common stock and are subject to vesting conditions and other terms and conditionsrestrictions established by the Committee as set forth in the Equity Incentive2019 Plan or the award agreement. Awards arewill be evidenced by award agreements approved by the Committee, which will set forth the terms and conditions of each award. UnlessPrior to their vesting, unless otherwise determined by the Committee, the recipient of a restricted stock award represented by outstanding common stock issued in the name of the award recipient may exercise any voting rights with respect to such common stock subject to an award prior to such award being earned.stock. Unless the Committee determines otherwise, any dividends or distributions declared and paid with respect to shares subject to a restricted stock award will be distributed to the participant by the Company within 30 days of the respective dividend payment date, subject to applicable tax withholding; provided, that in the event of the forfeiture of such award, all future dividend rights shall cease.

In the event of a corporate transaction involving the stock of the Company (including, without limitation, any stock dividend, stock split or other special and nonrecurring dividend or distribution, recapitalization, reorganization, merger, consolidation, spin-off, combination or exchange of shares), the Committee will, in an equitable manner, adjust the number and kind of securities deemed to be available for grants of stock options, restricted stock awards, the number and kind of securities that may be delivered or deliverable with respect to outstanding stock options, restricted stock awards and the exercise price of stock options. In addition, the Committee is authorized to make adjustments to the terms and conditions of stock options and restricted stock awards not otherwise inconsistent with the terms of the 2019 Plan.

Prohibition Against Option Repricing of Options. The Equity Incentive2019 Plan provides that neither the Committee nor the Board is authorized to make any adjustment or amendment that reduces or would have the effect of reducing the exercise price of a stock option that has been previously granted, unless such action is approvedexcept for equitable adjustments noted above related to certain corporate transaction.

Prohibition on Transfer. Generally, all awards, except non-statutory stock options, granted under the 2019 Plan will be nontransferable except by will or in accordance with the laws of intestate succession. Restricted stock awards may be transferable pursuant to a votequalified domestic relations order. At the Committee’s sole discretion, non-statutory stock options may be transferred for valid estate planning purposes that are permitted by the Code and federal securities laws. During the life of the shareholders.participant, awards can be exercised only by the participant. The Committee may permit a participant to designate a beneficiary to exercise or receive any rights that may exist under the 2019 Plan upon the participant’s death.

Limitation on Awards under the 2019 Plan

The following limits and restrictions apply to awards under the 2019 Plan:

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In the event of a corporate transaction involving the common stock of the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the foregoing share limitations and all outstanding awards will automatically be adjusted proportionally and uniformly to reflect such event. Such adjustments are intended to preserve the benefits or potential benefits of the awards.

In addition, to the extent any shares of Company common stock covered by an award under the 2019 Plan (including restricted stock awards) are not delivered to a participant or beneficiary because the award is forfeited or canceled or because the stock option is not exercised, prior to its expiration, then such shares will not be deemed to have been delivered for purposes of determining the maximum number of shares of common stock available for delivery under the Plan.

Performance Based Features

Performance Measures. Upon the grant of an award, the Committee may establish the performance targets (other than being based solely on continuation of service) which must be met before such awards may begin to become first earned and non-forfeitable or exercisable. Such performance targets may be expressed as a minimum threshold level and an optimum level, and each level of performance attainment may yield a specified number of stock options and/or restricted stock awards. The terms and conditions of any award, including any performance targets, if any, for each participant will be detailed in an award agreement. Except as otherwise provided herein, if such performance targets are not attained by the ending date of the performance period as specified in the applicable award agreement, then such award will be forfeited. Once such performance targets are attained, as certified by the Committee, such award will be deemed first earned and non-forfeitable.

Performance targets may consist of Company financial metrics, peer group rankings based upon financial metrics, or such other criteria that may be established by the Committee as of the date of grant, except as otherwise modified thereafter by the Committee as permitted herein. Notwithstanding the foregoing, the Committee will have the authority to adjust or modify performance measures with respect to awards, including the authority to determine that awards will be earned without regard to whether such performance measures previously established have been satisfied and/or to authorize the implementation of a new performance period and performance measures and the re-issuance of previously forfeited awards under the new program. The Committee will have sole discretion in determining how performance measures are calculated. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company conducts its business or other events or circumstances render current performance measures to be unsuitable, the Committee may modify such performance measures, in whole or in part, as the Committee deems appropriate. The Committee will certify in writing that any performance goals or other material terms applicable to an award were in fact satisfied, modified or waived, prior to such award first becoming earned and non-forfeitable.

Vesting of Awards

Consistent with past practice, it is anticipated that restricted stock awards under the 2019 Plan will be granted with vesting rates equal to one-third, one-fifth or one-tenth of such awards per year, with the first installment vesting on the one-year anniversary of the date of grant, and succeeding installments vesting on each annual anniversary thereafter during periods of continued service by the award recipients until such awards are fully earned. It is currently not anticipated that awards of stock options under the 2019 Plan will be granted.

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If the right to become vested in an award under the 2019 Equity Incentive Plan is conditioned on the completion of a specified period of service with the Company, without the achievement of performance measures or objectives, then unless otherwise determined by the Committee and evidenced in an award agreement, then the required period of service for full vesting will be determined by the Committee and evidenced in an award agreement, and may be subject to acceleration of vesting in the event of the death, disability or retirement of the participant or upon a Change in Control.

For a participant who is a director, termination of service as a director will not be deemed to have occurred if he or she continues as a director emeritus or advisory director. For a participant who is both an employee and a director, termination of employment as an employee will not be considered a termination event so long as the participant continues to provide service as a director, director emeritus or advisory director. The Committee may in its discretion elect to use a different vesting schedule or different performance measures set forth in the 2019 Equity Incentive Plan, provided that such terms are detailed in the participant’s award agreement.

Change in Control

Unless otherwise stated in an award agreement, upon a Change in Control, all stock options then held by the participant will become fully earned and exercisable (subject to the expiration provisions otherwise applicable to the stock option) and all awards of restricted stock will become fully earned and vested immediately. In the event of a Change in Control, any performance measures related to an award under the 2019 Plan will be deemed satisfied as of the date of the Change in Control.

Amendment and Termination

The Board of Directors may, at any time, amend or terminate the 2019 Plan or any award granted under the 2019 Plan, provided that, except as provided in the 2019 Plan, no amendment or termination may adversely impair the rights of a participant or beneficiary under an award without the participant’s (or affected beneficiary’s) written consent. The Board of Directors may not amend the 2019 Plan to materially increase the benefits accruing to participants under the 2019 Plan, materially increase the aggregate number of securities that may be issued under the 2019 Equity Incentive Plan (other than as provided in the 2019 Plan), or materially modify the requirements for participation in the 2019 Plan, without approval of shareholders. Notwithstanding the foregoing, the Committee may amend the 2019 Plan or any award agreement, to take effect retroactively or otherwise, to conform the 2019 Plan or the award agreement to current or future law or to avoid an accounting treatment resulting from an accounting pronouncement or interpretation issued by the SEC or Financial Accounting Standards Board subsequent to the adoption of the 2019 Plan, or the making of the award affected thereby, which, in the sole discretion of the Committee, may materially and adversely affect the financial condition or results of operations of the Company.

Cash Payment in Lieu of Delivery of Shares.

Upon the exercise of a stock option, the Committee, in its sole and absolute discretion, may make a cash payment to the participant, in whole or in part, in lieu of the delivery of shares of common stock. Such cash payment to be paid in lieu of delivery of Common Stock shall be equal to the difference between the fair market value of the Stock on the date of the stock option exercise and the exercise price per share of the stock option. Such cash payment shall be in exchange for the cancellation of such stock option. Such cash payment shall not be made in the event that such transaction would result in liability to the participant or the Company under Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and regulations promulgated thereunder, or subject the participant to additional tax liabilities related to such cash payments pursuant to Section 409A of the Code. The Committee may, in its sole discretion, determine that upon a Change in Control of the Company each outstanding stock option shall be cancelled in exchange for a cash payment equal to the difference between the Fair Market Value of the shares of Common Stock on the date of the stock option cancellation and the Exercise Price per share of the stock option.

Duration of Plan

The 2019 Plan became effective as of July 17, 2019, and will expire as of July 16, 2029, after which no new awards may be granted under the 2019 Plan. The 2019 Equity Incentive Plan will remain in effect as long as any awards under it are outstanding; however, no awards may be granted under the 2019 Plan on or after the day immediately prior to the 10-year anniversary of its effective date. At any time, the Board of Directors may terminate the 2019 Equity Incentive Plan, however, any termination of the 2019 Plan will not affect outstanding awards.

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Federal Income Tax Considerations

The following is a summary of the federal income tax consequences that may arise in conjunction with participation in the 2019 Plan:

Non-Statutory Stock Options. The grant of a non-statutory option will not result in taxable income to the participant. Except as described below, the participant will realize ordinary income at the time of option exercise in an amount equal to the excess of the fair market value of the shares acquired over the exercise price for those shares, and the Company will be entitled to a corresponding deduction for tax purposes. Gains or losses realized by the participant upon disposition of such shares will be treated as capital gains and losses, with the cost basis in such shares equal to the fair market value of the shares at the time of exercise.

Incentive Stock Options. The grant of an incentive stock option will not result in taxable income to the participant. The exercise of an incentive stock option also will not result in taxable income to the participant provided the participant was, without a break in service, an employee of the Company or a subsidiary during the period beginning on the date of the grant of the option and ending on the date three months prior to the date of exercise (one year prior to the date of exercise if the participant is disabled, as that term is defined in the Code).

The excess of the fair market value of the shares at the time of the exercise of an incentive stock option over the exercise price is an adjustment that is included in the calculation of the participant’s alternative minimum taxable income for the tax year in which the incentive stock option is exercised. For purposes of determining the participant’s alternative minimum tax liability for the year of disposition of the shares acquired pursuant to the incentive stock option exercise, the participant will have a basis in those shares equal to the fair market value of the shares at the time of exercise.

If the participant does not sell or otherwise dispose of the shares within two years from the date of the grant of the incentive stock option or within one year after the exercise of such stock option, then, upon disposition of such shares, any amount realized in excess of the exercise price will be taxed as a capital gain. A capital loss will be recognized to the extent that the amount realized is less than the exercise price.

If the foregoing holding period requirements are not met, the participant will generally realize ordinary income at the time of the disposition of the shares, in an amount equal to the lesser of: (1) the excess of the fair market value of the shares on the date of exercise over the exercise price; or (2) the excess, if any, of the amount realized upon disposition of the shares over the exercise price, and the Company will be entitled to a corresponding deduction. If the amount realized exceeds the value of the shares on the date of exercise, any additional amount will be a capital gain. If the amount realized is less than the exercise price, the participant will recognize no income, and a capital loss will be recognized equal to the excess of the exercise price over the amount realized upon the disposition of the shares.

Restricted Stock. A participant who has been granted a restricted stock award will not realize taxable income at the time of grant, provided that the stock subject to the award is not delivered at the time of grant, or if the stock is delivered, it is subject to restrictions that constitute a “substantial risk of forfeiture” for federal income tax purposes. Upon the later of delivery or vesting of shares subject to an award, the holder will realize ordinary income in an amount equal to the then fair market value of those shares, and the Company will be entitled to a corresponding deduction for tax purposes. Gains or losses realized by the participant upon disposition of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of delivery or vesting. Dividends paid to the holder during the restriction period, if so provided, will be compensation income to the participant, and the Company will be entitled to a corresponding deduction for tax purposes. A participant who makes an election under Section 83(b) of the Code will include the full fair market value of the restricted stock award in taxable income in the year of grant at the grant date fair market value.

Withholding of Taxes. The Company may withhold amounts from employee-participants to satisfy tax withholding requirements. Except as otherwise provided by the Committee, employee-participants may have shares withheld from awards to satisfy the minimum tax withholding requirements or an amount up to the participant’s highest marginal tax rate required for federal, state and local tax withholding, provided such withholding does not result in adverse accounting consequences to the Company.

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Change in Control. Unless otherwise statedAny acceleration of the vesting or payment of awards under the 2019 Plan in the event of a change in control may cause part or all of the compensation involved to be treated as an “excess parachute payment” under Section 280G of the Code, which may subject the participant to a 20% excise tax on amounts deemed to be an “excess parachute payment” and preclude deduction for federal tax purposes by the Company related to the awards or portions thereof.

Deduction Limits. Section 162(m) of the Code generally limits the ability to deduct for tax purposes compensation in excess of $1.0 million per calendar year for the chief executive officer, chief financial officer and other executive officers named in the summary compensation table (each, a “covered employee”) included in our annual meeting proxy statement, as well as any employee who has been designated a covered employee for any fiscal year beginning after December 31, 2016. Compensation resulting from awards under the 2019 Plan will be counted toward the $1.0 million limit. While the Compensation Committee intends to consider the deductibility of compensation when making awards under the 2019 Plan, it is only one factor considered in award agreement,determination.

Tax Advice. The preceding discussion is based on federal tax laws and regulations currently in effect, which are subject to change, and the discussion does not purport to be a complete description of the federal income tax aspects of the 2019 Plan. A participant may also be subject to state and local taxes in connection with the grant of awards under the 2019 Plan. The Company suggests that participants consult with their individual tax advisors to determine the applicability of the tax rules to the awards granted to them in their personal circumstances.

Possible Dilutive Effects of the 2019 Plan

The common stock to be issued upon the occurrenceexercise of a “Change in Control” (as defined in the Equity Incentive Plan) of the Companystock options awarded or the Bank, all outstanding stock options then held by a participant will become fully exercisable, and allissuance of restricted stock awards under the 2019 Plan may either be from authorized but unissued shares of common stock or shares purchased in the open market. In that the Company shareholders do not have preemptive rights, to the extent that the Company funds awards of the additional 500,000 shares of common stock as provided by the 2024 Amendment to the 2019 Plan, in whole or in part, with authorized but unissued shares, the interests of then current shareholders may be diluted. If the Company provides newly issued shares of common stock for all of the 500,000 additional shares of common stock authorized by the 2024 Amendment, the dilutive effect to then current shareholders would be approximately [•]% based upon the [•] shares of common stock outstanding on the record date. The Company can avoid dilution resulting from the awards under the 2019 Plan by delivering shares purchased in the open market to fund plan awards.

Clawback Policy

The 2019 Plan provides that if the Company is required to prepare an accounting restatement due to its material noncompliance, as a result of misconduct, with any financial reporting requirement under the federal securities laws, any participant who is subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 or who is subject to clawback under Section 954 of the Dodd-Frank Act must reimburse the Company with the required amount of any payment in settlement of an award earned or accrued during the 12-month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such financial reporting requirement. In addition, awards granted under the 2019 Plan are subject to any clawback policy adopted by the Board of Directors from time to time, even if adopted after the date of grant of such Awards. The Company adopted a Clawback Policy, effective as of October 2, 2024, in compliance with Rule 10D-1 under the Exchange Act and Nasdaq listing standards. For a description of the Clawback Policy, see “Governance.”

New Benefits Table: Awards to be Granted

The Board of Directors has approved the 2024 Amended to the 2019 Plan. If the 2024 Amendment to the 2019 Plan is approved by shareholders, the Compensation Committee intends to continue permitting outside directors to elect to receive all or a portion of Board compensation in the form of Company Common Stock and awarding bonus compensation to Company officers and employees in the form of 50% cash and 50% Company Common Stock and within its discretion up to 100% in the form of Company Common Stock. The Compensation Committee has no present intention to make additional awards of stock options to Outside Directors or officers or employees. Any future grants of awards to officers, employees and directors under the 2019 Plan will be fullydetermined in the discretion of the Compensation Committee.

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In 2023, the Company made the following awards under the 2019 Plan: outside directors received aggregate awards of shares of restricted stock as disclosed under “Director Compensation”; a total of 40,302 shares of restricted stock were awarded to all Named Executive Officers as a group, including awards of 20,385 shares of restricted stock to Mr. Dick, 12,933 shares of restricted stock to Mr. Chmelik, 6,984 shares of restricted stock to Mr. Hersiburane, and 67,515 shares of restricted stock to all other employees as a group. All such awards become earned and vested.non-forfeitable at the rate of one-third per year beginning one year following the anniversary date of such grants, except for acceleration of vesting in the event of the death, disability or retirement of a recipient or a change in control of the Company. No awards of stock options were made in 2023.

Required Vote to Approve the 2024 Amendment and Recommendation of the Board

Shareholder approval of the 2024 Amendment to the 2019 Equity Incentive Plan is being requested in that the increase in the 2019 Plan share reserve is a material amendment to the 2019 Plan in accordance with the listing requirements of the Nasdaq Capital Market. Such shareholder approval would also permit any stock options which may be awarded under the 2019 Plan to qualify as “incentive stock options” in accordance with the Code, and to enable recipients of stock options and rewards to qualify for certain exemptive treatment from the short-swing profit recapture provisions of Section 16(b) of the Exchange Act of 1934. As discussed above, the Board of Directors currently does not expect to award stock options under the 2019 Plan.

In order to approve the 2024 Amendment to the 2019 Plan, if a quorum is present, the proposal must receive an affirmative vote of a majority of the votes cast in person or by proxy at a meeting of shareholders of the Company approvedCompany. Abstentions and broker non-votes will have no impact on the outcome of the voting.

In the event that at the time of the Annual Meeting there are not sufficient votes to approve the 2024 Amendment to the 2019 Plan, the Annual Meeting may be adjourned in order to permit the further solicitation of proxies.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE 2024 AMENDMENT TO THE 2019 EQUITY INCENTIVE PLAN.

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 March 28, 2024. This table does not include any additional shares of common stock which may be authorized in the future in the event of shareholder approval of the 2024 Amendment to the 2019 Plan.

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PROPOSAL FOUR APPROVAL OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION

TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

The Restated Articles of Incorporation currently authorize the issuance of up to 10,000,000 shares of common stock. As of March 28, 2024, a total of [•] shares of common stock were issued and outstanding or reserved for issuance, as described below:

As a result, as of March 28, 2024, approximately [•] shares of common stock were available for future issuance.

TheAs of the date of this proxy statement and except as described above, we have no understandings, agreements or commitments to issue common stock or to reserve additional common shares for issuance under equity incentive plans.

At its meeting on February 21, 2024, our Board of Directors adopted,considered the limited number of available common shares and unanimously voted to adopt and recommend for shareholder approval an amendment to the Restated Articles of Incorporation increasing the authorized shares of common stock from 10,000,000 shares to 15,000,000 shares. The adoption of this amendment to the Restated Articles of Incorporation is subject to shareholderthe approval by the 2019 Equity Incentive Plan, to provide selected officers and employees and outside directorsCompany’s common shareholders by the vote of a majority of the Company with additional incentivesvotes entitled to promote the growth and performance of the Company and the Bank. By approving the 2019 Equity Incentive Plan, our shareholders have provided us with additional flexibility to continue to attract, retain, incent and reward highly qualified personnelbe cast by offering a compensation program that is further linked to the performance of our common stock. such shareholders.

The Board of Directors believes that the 2019 Equity Incentive Plan will provide the Company and the Bank withit is advisable to have a greater number of authorized shares of common stock available for issuance in connection with acquisitions and mergers, public or private financings, and various general corporate programs and purposes.

We may from time to be usedtime consider acquisitions and mergers as opportunities arise, stock splits and public or private financings to further retain and reward and, toprovide us with capital, any or all of which may involve the extent necessary, attract and incentivize its employees, officers, and outside directors to promote growth, improve performance and further align their interests with those of the Company’s shareholders through the ownershipissuance of additional common stock.

The 2019 Equity Incentive Plan provides for reservation and future award and issuance of up to 650,000 shares of common stock in accordance withor securities convertible into shares of common stock. It is widely expected that consolidation of the Plan’s terms. Previously, the 2016 Equity Incentive Plan provided for the reservation of 210,000financial institution industry will continue and may accelerate. Also, additional shares of common stock may be necessary to meet anticipated future obligations of our stock-based compensation and employee benefit plans, under which all but 19,967we may grant future equity awards to our officers, other employees and directors. We believe that these benefit plans are critical to retaining our current management team and attracting additional management talent.

The Board of Directors believes that having the authority to issue additional shares have been awardedof common stock will avoid the possible delays and significant expense of calling and holding an additional special meeting of shareholders to outside directors, officers,increase the authorized common shares at a later date and employeeswill enhance its ability to respond promptly to opportunities for acquisitions, mergers, stock splits and additional financings. Such a delay may result in our inability to consummate a desired transaction under a required deadline. By having additional common shares authorized, we can be prepared to act quickly as opportunities arise.

If the proposed amendment to our Restated Articles of Incorporation is approved, the additional authorized shares of common stock may be issued for such consideration, cash or otherwise, at such times and in such amounts as the Board of Directors may determine without further shareholder approval, except to the extent that shareholder approval is required by applicable laws, rules or regulations. Under the Virginia Stock Corporation Act, the Company’s shareholders must approve a share issuance in connection with an individual merger or combination that is greater than 20% of the total number of shares of the Company in lieuon a pre-transaction basis.

The authorization of cash compensation to directors and in lieu of cash bonuses to officers and employees. The remainingadditional shares under the 2016 Equity Incentive Plan will not be awarded.

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The full text of the award. Compensation underproposed amendment to our Restated Articles of Incorporation is attached as Appendix B to this proxy statement.

If the Plan forproposed amendment is approved, the Company’s officers and employees provides that bonus recipients may elect to receive their incentive bonus compensation in the formnumber of cash or in the formauthorized shares of common stock based upon the market value of such stock at the time of the award. The actual number of shares necessary for director compensationwill be increased and officer and employee compensation are not known and may vary based upon a number of factors, including future trading prices for common stock, the actual compensation for directors and the actual bonus awards for officers and employees.

The 2019 Equity Incentive Plan also permits awards of stock options to Company directors, officers, and employees. The Company has not awarded any stock options under the 2016 Equity Incentive Plan, and the Board does not have any current intention to award any stock options under the 2019 Equity Incentive Plan. However, the 2019 Equity Incentive Plan provides the Board and the Compensation Committee with this additional flexibility if deemed appropriate in the future, subject to the limitations of the total shares of common stock.

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In order to be considered at our 20222025 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, or January 20, 2021;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 Securities Exchange Act of 1934, as amended.1934.

Pursuant to our Bylaws, as amended, such shareholder’s notice shall set forth as to each matter such shareholder proposes to bring before the annual meeting: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,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 Securities Exchange Act of 1934 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

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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

Fairfax, Virginia

April 13, 2021[ ], 2023

ANNUAL REPORT ON FORM 10-K

A COPY OF OUR ANNUAL REPORT ON FORM The Company’s Annual Report on Form 10-K FOR THE YEAR ENDED DECEMBER for the fiscal year ended December 31, 2020, ACCOMPANIES THIS PROXY STATEMENT, SUCH REPORT IS NOT PART OF THE PROXY SOLICITATION MATERIALS.2023, 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.

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MAINSTREET BANCSHARES, INC.

2019 EQUITY INCENTIVE PLAN

As amended and restated

ARTICLE 1 – GENERAL

Section 1.1 Purpose, Effective Date and Term. The purpose of the MainStreet Bancshares, Inc. 2019 Equity Incentive Plan (the “Plan”) is to promote the long-term financial success of MainStreet Bancshares, Inc. and any of its Subsidiaries or future parent or subsidiary corporations, by providing a means to attract, retain, incent and reward individuals who contribute to such success and to further align their interests with those of the Company’s shareholders through the ownership of common stock of the Company. The Plan also provides Eligible Participants with an opportunity to increase their ownership interest in the Company as an additional retention incentive. The “Effective Date” of the Plan shall be the date the Plan satisfies the applicable shareholder approval requirements. The Plan shall remain in effect as long as any Awards are outstanding; provided, however, that no Awards may be granted under the Plan after the day immediately prior to the ten-year anniversary of the Effective Date.

Section 1.2 Administration. The Plan shall be administered by the Compensation Committee of the Company’s Board of Directors (the “Committee”), in accordance with Section 5.1.

Section 1.3 Participation. Employees and Outside Directors of the Company or any Subsidiary or future parent or subsidiary corporations of the Company shall be eligible to receive Awards in accordance with the terms of the Plan (“Eligible Participants”).

Section 1.4 Definitions. Capitalized terms used in this Plan are defined in Article 8 and elsewhere in this Plan.

ARTICLE 2 – AWARDS

Section 2.1 General. Any Award under the Plan may be granted singularly or in combination with another Award (or Awards). Each Award under the Plan shall be subject to the terms and conditions of the Plan and such additional terms, conditions, limitations and restrictions as the Committee shall provide with respect to such Award and as evidenced in the Award Agreement. Subject to the provisions of Section 2.7, an Award may be granted as an alternative to or replacement of an existing Award under the Plan or any other plan of the Company or any Subsidiary or as the form of payment for grants or rights earned or due under any other compensation plan or arrangement of the Company or its Subsidiaries, including without limitation the plan of any entity acquired by the Company or any Subsidiary. The types of Awards that may be granted under the Plan to Eligible Participants include:

(a) Stock Options. A Stock Option means a grant under Section 2.2 that represents the right to purchase shares of Stock at an Exercise Price established by the Committee. Any Stock Option may be either an Incentive Stock Option (an “ISO”) that is intended to satisfy the requirements applicable to an “Incentive Stock Option” described in Code Section 422(b), or a Non-Qualified Stock Option (a “Non-Qualified Stock Option”) that is not intended to be an ISO; provided, however, that no ISOs may be granted: (i) after the day immediately prior to the ten-year anniversary of the Effective Date; or (ii) to Eligible Participants who are not Employees of the Company or a Subsidiary at the time of such Award grant. Unless otherwise specifically provided by its terms, any Stock Option granted to an Employee under this Plan shall be an ISO to the maximum extent permitted. Any ISO granted under this Plan that does not qualify as an ISO for any reason (whether at the time of grant or as the result of a subsequent event) shall be deemed to be a Non-Qualified Stock Option. In addition, any ISO granted under this Plan may be unilaterally modified by the Committee to disqualify such Stock Option from ISO treatment such that it shall become a Non-Qualified Stock Option; provided, however, that any such modification shall be ineffective if it causes the Award to be subject to Code Section 409A (unless, as modified, the Award complies with Code Section 409A).

A-1

(b) Restricted Stock Award. Restricted Stock Award means a grant of shares of Stock under Section 2.3 for no payment of consideration or such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan, subject to a vesting schedule, the satisfaction of performance conditions or other terms of the Award.

Section 2.2 Stock Options.

(a) Grant of Stock Options. Each Stock Option shall be evidenced by an Award Agreement that shall: (i) specify the number of Stock Options covered by the Award; (ii) specify the date of grant of the Stock Option; (iii) detail the Exercise Price of such Stock Options; (iv) specify the vesting period or conditions to vesting; and (iv) contain such other terms and conditions not inconsistent with the Plan, including the effect of termination of a Participant’s employment or Service with the Company as the Committee may, in its discretion, prescribe.

(b) Terms and Conditions. A Stock Option shall be exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee. In no event, however, shall a Stock Option expire later than ten (10) years after the date of its grant (or five years with respect to ISOs granted to an Employee who is a 10% Shareholder). The “Exercise Price” of each Stock Option shall not be less than 100% of the Fair Market Value of a share of Stock on the date of grant (or, if greater, the par value of a share of Stock); provided, however, that the Exercise Price of an ISO shall not be less than 110% of Fair Market Value of a share of Stock on the date of grant if granted to a 10% Shareholder; provided further, that the Exercise Price may be higher or lower in the case of Stock Options exchanged in replacement of existing Awards held by an Employee, Director, Advisory Director or other service provider to an acquired entity.

(c) Method of Exercise. Subject to the other terms and conditions hereof, a Participant may exercise any Stock Option, to the extent such Stock Option is vested, by giving written notice of exercise to the Company, provided, however, that in no event shall a Stock Option be exercisable for a fractional share. The date of exercise of a Stock Option shall be the later of: (i) the date on which the Company receives such written notice; and (ii) the date on which the Participant pays the applicable Exercise Price pursuant to this Section 2.2(c). The payment of the Exercise Price upon the exercise of a Stock Option shall be by cash or, subject to limitations imposed by applicable law, by such other means as the Committee may from time to time permit, including: (i) by tendering, either actually or constructively by attestation, shares of Stock otherwise owned by the Stock Option holder valued at Fair Market Value as of the day of exercise; (ii) by irrevocably authorizing a third party, acceptable to the Committee, to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Stock Option and to remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise; (iii) other than in the case of Stock Options granted as ISOs, by a net settlement of the Stock Option, using a portion of the shares of Stock obtained on exercise in payment of the Exercise Price of the Stock Option (and if applicable, any required tax withholding, to the extent permitted under the Plan); (iv) by personal, certified or cashier’s check; or (v) by any combination thereof. The total number of shares of Stock that may be acquired upon the exercise of a Stock Option shall be rounded down to the nearest whole share, with cash-in-lieu paid by the Company, at its discretion, for the value of any fractional share.

(c) Other Limitations Applicable to ISO Awards. To the extent the aggregate Fair Market Value of shares of Stock with respect to which ISO Options are exercisable for the first time by an Employee during any calendar year, under the Plan or any other stock option plan of the Company or any Subsidiary, exceeds $100,000, or such higher value as may be permitted under Code Section 422, such ISO Options in excess of the $100,000 limit shall be treated as Non-Qualified Stock Options. Fair Market Value shall be determined as of the grant date for each ISO.

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(d) Prohibition of Cash Buy-Outs of Underwater Stock Options. Under no circumstances will any Stock Options which were granted under the Plan be bought back by the Company at a time when the Exercise Price of such Stock Options is greater than the Fair Market Value of the Stock on the date of the purchase transaction without shareholder approval of such transaction.

Section 2.3 Restricted Stock Awards.

(a) Grant of Restricted Stock Awards. Each Restricted Stock Award shall be evidenced by an Award Agreement that shall: (i) specify the number of shares of Stock covered by the Restricted Stock Award; (ii) specify the date of grant of the Restricted Stock Award; (iii) specify the vesting period; and (iv) contain such other terms and conditions not inconsistent with the Plan, including the effect of termination of a Participant’s employment or Service with the Company, as the Committee may, in its discretion, prescribe. All Restricted Stock Awards shall be in the form of issued and outstanding shares of Stock that, at the discretion of the Committee, shall be either: (x) registered in the name of the Participant and held by the Company or on behalf of the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock Award; or (y) registered in the name of, and delivered to, the Participant. In any event, the certificates evidencing the Restricted Stock Award shall at all times prior to the applicable vesting date bear the following legend:

The Stock evidenced hereby is subject to the terms of an Award Agreement with MainStreet Bancshares, Inc., dated [Date], made pursuant to the terms of the MainStreet Bancshares, Inc. 2019 Equity Incentive Plan, copies of which are on file at the executive offices of MainStreet Bancshares, Inc., and may not be sold, encumbered, hypothecated or otherwise transferred except in accordance with the terms of such Plan and Award Agreement, or such other restrictive legend as the Committee, in its discretion, may specify.

Notwithstanding the foregoing, the Company may in its sole discretion issue a Restricted Stock Award in any other approved format (e.g., electronically) in order to facilitate the paperless transfer of such Awards. In the event a Restricted Stock Award is not issued in certificate form, the Company and the transfer agent shall maintain appropriate bookkeeping entries that evidence Participants’ ownership of such Awards. A Restricted Stock Award that is not issued in certificate form shall be subject to the same terms and conditions of the Plan as certificated shares, including the restrictions on transferability and the provision of a stock power executed by the Participant in favor of the Company, until the satisfaction of the conditions to which the Restricted Stock Award is subject. Notwithstanding anything herein to the contrary, the Committee shall distribute to a Participant the Stock vested in accordance with a Restricted Stock Award, or portion thereof, within thirty days following the date of such vesting.

(b) Terms and Conditions. Each Restricted Stock Award shall be subject to the following terms and conditions:

(i) Dividends. Unless the Committee determines otherwise with respect to any Restricted Stock Award and specifies such determination in the relevant Award Agreement, any dividends or distributions declared and paid with respect to shares of Stock subject to the Restricted Stock Award, other than a stock dividend consisting of shares of Stock, shall be distributed to the Participant by the Company within thirty days of the respective dividend payment date, subject to applicable tax withholding; provided that in the event of the forfeiture of such Restricted Stock Award, all future dividend rights shall cease. Any stock dividends declared on shares of Stock subject to a Restricted Stock Award shall be subject to the same restrictions and shall vest at the same time as the shares of Stock underlying such Restricted Stock Award from which said dividends were derived.

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(ii) Voting Rights. Unless the Committee determines otherwise with respect to any Restricted Stock Award and specifies such determination in the relevant Award Agreement, voting rights applicable to the shares of Stock subject to the Restricted Stock Award may be exercised by the Participant prior to the date that such Restricted Stock Award is deemed earned and non-forfeitable.

(iii) Tender Offers and Merger Elections. Each Participant to whom a Restricted Stock Award is granted shall have the right to respond, or to direct the response, with respect to the related shares of Restricted Stock, to any tender offer, exchange offer, cash/stock merger consideration election or other offer made to, or elections made by, the holders of shares of Restricted Stock. Such a direction for any such shares of Stock shall be given by proxy or ballot (if the Participant is the beneficial owner of the shares of Restricted Stock for voting purposes) or by completing and filing, with the inspector of elections, the trustee or such other person who shall be independent of the Company as the Committee shall designate in the direction (if the Participant is not such a beneficial owner), a written direction in the form and manner prescribed by the Committee. If no such direction is given, then the shares of Restricted Stock shall not be tendered.

(iv) Other Matters. The conditions for granting or vesting and the other provisions of Restricted Stock Awards need not be the same with respect to each recipient.