Business Context and Reporting Period
This Form 8-K Current Report is filed by MainStreet Bancshares, Inc. (MNSB) on December 18, 2025. The filing primarily addresses Item 5.02 regarding the appointment of a new Chief Financial Officer and the execution of a new employment agreement.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and employment terms.
Material Changes and Executive Appointment
- Appointment: Richard A. Vari will become Executive Vice President and Chief Financial Officer of both MainStreet Bancshares, Inc. and MainStreet Bank, effective January 1, 2026.
- Background: Mr. Vari, 38, is a CPA with extensive banking experience. He served as the Bank's CFO from July 2025 to December 2025 and as Chief Accounting Officer/Senior Vice President from September 2019 to July 2025.
- Employment Agreement: A new agreement was entered on December 18, 2025, with a term from December 31, 2025, through December 31, 2028.
Compensation, Risks, and Contingencies
Compensation Structure
- Base Salary: $360,000 annually, effective January 1, 2026.
- Variable Pay: Eligible for bonus and equity awards as determined by the Compensation Committee and Board.
- Benefits: Participation in health, disability, and group term insurance plans.
Severance and Change of Control
- Change of Control: If terminated without cause or for good reason within one year of a change of control, Mr. Vari is entitled to severance equal to 299% of his five-year average taxable compensation.
- Standard Termination: If terminated without cause or for good reason absent a change of control, severance equals the greater of one year's base salary or the remaining term of the agreement, plus the average annual bonus of the prior three years.
Covenants
The agreement includes non-competition, non-solicitation, and no-hire covenants effective during employment and for 12 months thereafter, along with a perpetual confidentiality covenant.
Investor Verification Checklist
- Verify the full text of the Executive Employment Agreement filed as Exhibit 10.1 for complete terms.
- Confirm the exact calculation methodology for the "five-year average of taxable compensation" used in the change of control severance provision.
- Review the Company's upcoming 10-K or 10-Q filings for the impact of this executive transition on financial reporting and internal controls.
- Monitor the Compensation Committee's future determinations regarding bonus and equity awards for Mr. Vari.