PROSPECTUS

 

$125,000,000

 

MainStreet Bancshares, Inc.

 

Common Stock

Preferred Stock

Depositary Shares

Debt Securities

Warrants

Units

 

 

 

We may offer and sell any combination of the securities listed above, in one or more offerings, up to a total dollar amount of $125,000,000 (or the equivalent in foreign currency or currency units). We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more prospectus supplements. The debt securities, preferred stock and warrants may be convertible or exercisable or exchangeable for debt or equity securities of the Company or of one or more entities.

 

We will provide the specific terms of the securities offered in supplements to this prospectus. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. Please read this prospectus, the applicable supplement and any related free writing prospectus, as well as any documents incorporated by reference in this prospectus or any prospectus supplement, carefully before you invest in any of our securities.

 

Our common stock is quoted on the NASDAQ Capital Market, under the symbol "MNSB." On May 13, 2026, the last quoted sale price of our common stock was $22.44 per share. You are urged to obtain current market quotations of the common stock. The applicable prospectus supplement will contain information, where applicable, as to any listing on the NASDAQ Capital Market or any securities market or other exchange of the securities covered by the applicable prospectus supplement.

 

The securities may be offered and sold on a continuous or delayed basis, through agents, dealers or underwriters, or directly to purchasers. The prospectus supplement for each offering of securities will describe in detail the plan of distribution for that offering. If agents or any dealers or underwriters are involved in the sale of the securities, the applicable prospectus supplement will set forth the names of the agents, dealers or underwriters and any applicable commissions or discounts. Net proceeds from the sale of securities will be set forth in the applicable prospectus supplement. For general information about the distribution of securities offered, please see "Plan of Distribution" in this prospectus.

 

As of May 13, 2026, based on 6,369,745 shares of our common stock held by non-affiliates of the Company and the closing price of the shares on The NASDAQ Stock Market ($22.44 per share), the aggregate market value of our common stock held by non-affiliates was $142,937,075.