Transaction Overview

MainStreet Bancshares, Inc. (the Company”) entered into a Subordinated Note Purchase Agreement (the “Purchase Agreement”) with the purchasers signatory thereto providing for a private placement of $43.8 million in aggregate principal amount of 4.00% Fixed-to-Floating Rate Subordinated Notes Due 2032 (the “Notes”). The Notes were issued by the Company to the purchasers at a price equal to 100% of their face amount.

Interest on the Notes will accrue from March 1, 2022, and the Company will pay interest semi-annually on March 15 and September 15 of each year, beginning September 15, 2022, until the Notes mature. Except as provided below, the Notes will bear interest at a fixed rate of 4.00% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months, from and including March 1, 2022 to, but excluding, March 15, 2027. From and including March 15, 2027, but excluding the maturity date or early redemption date, the interest rate will reset quarterly at a variable rate equal to the then current three-month term SOFR plus 233 basis points. The Notes may not be redeemable by the Company, in whole or in part, prior to March 15, 2027. From and after March 15, 2027, The Company may redeem the Notes, in whole or in part, at an amount equal to 100% of the outstanding principal amount being redeemed (plus accrued but unpaid interest) to but excluding the redemption date. Any such redemption shall be subject to receipt of any and all required federal and state regulatory approvals or non-objections, including, but not limited to, the consent of the Federal Reserve, if then required.

About MainStreet Bancshares, Inc.

MainStreet Bancshares, Inc. is the bank holding company for MainStreet Bank, a Virginia state-chartered community bank headquartered in Fairfax, Virginia with $1.6 billion in total assets at December 31, 2021. MainStreet Bank is headquartered at 10089 Fairfax Blvd, in Fairfax, Virginia, with branches in Arlington, Fairfax, Herndon, Leesburg, McLean, VA & Washington DC.

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Matthew Veneri

Head of Investment Banking

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Greg Gersack

Managing Director, Head of Equity Capital Markets

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Lozan Aleksandrov

Managing Director, Equity Capital Markets

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