On May 21, 2009, Cardinal Financial Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Raymond James & Associates, Inc., as the representative of several underwriters named in Schedule I thereto for the sale of 4,000,000 shares (the "Firm Shares") of its common stock, $1.00 par value per share (the "Common Stock"), in a public offering. In addition, pursuant to the Underwriting Agreement, the Company granted the underwriters an option to purchase up to 600,000 additional shares of Common Stock (the "Additional Shares," and together with the Firm Shares, the "Shares"). The public offering price was $7.75 per share. The net proceeds of the offering, after underwriting discounts and commissions, are expected to be $29.1 million ($33.5 million if the option to purchase the Additional Shares is exercised in full). The closing of the offering is expected to occur on or about May 27, 2009.

Pursuant to the Underwriting Agreement, certain directors and executive officers of the Company entered into agreements in substantially the form included in the Underwriting Agreement providing for a 90-day "lock-up" period with respect to sales of specified securities, subject to certain exceptions.

The Underwriting Agreement contains customary representations, warranties and covenants that are valid as between the parties and as of the date of entering into such Underwriting Agreement, and are not factual information to investors about the Company.

The Shares were registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (Registration No. 333-157183), filed February 9, 2009 (the "Registration Statement"). The offer and sale of the Shares are described in the Company's prospectus, constituting a part of the Registration Statement, as supplemented by a preliminary prospectus supplement dated May 20 and a final prospectus supplement dated May 21, 2009.

The above description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is incorporated herein by reference and is attached to this Current Report on Form 8-K as Exhibit 1.01.

On May 21, 2009, the Company issued a press release announcing the pricing of the public offering, a copy of which is included as Exhibit 99.1 to this Current Report on Form 8-K.

(d) Exhibits.

Exhibit No.                                Description

1.01          Underwriting Agreement dated May 21, 2009 between Cardinal Financial
              Corporation and Raymond James & Associates, Inc. as Representative of
              the Several Underwriters named in Schedule I thereto
99.1          Press Release dated May 21, 2009