On July 27, 2009, Middleburg Financial Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Scott & Stringfellow, LLC for the sale of 1,700,000 shares (the "Firm Shares") of its common stock, $2.50 par value per share (the "Common Stock"), in a public offering. In addition, pursuant to the Underwriting Agreement, the Company granted the underwriter an option to purchase up to 208,598 additional shares of Common Stock (the "Additional Shares," and together with the Firm Shares, the "Shares"). The public offering price was $10.75 per share. Pursuant to the Underwriting Agreement, the Company's directors, executive officers and holders of 10% or more of the Company's outstanding shares of common stock may purchase up to 225,000 shares in the offering. The underwriting discounts and commissions were $0.645 per share on shares purchased by the public and $0.376 per share on shares purchased by the Company's directors, executive officers and holders of 10% or more of the Company's outstanding shares of common stock. The net proceeds of the offering, after underwriting discounts and commissions, are expected to be approximately $17.2 million (approximately $19.3 million if the option to purchase the Additional Shares is exercised in full), assuming the purchase of 225,000 shares by the Company's directors, executive officers and holders of 10% or more of the Company's outstanding shares of common stock. The closing of the offering is expected to occur on or about July 31, 2009.

Pursuant to the Underwriting Agreement, directors and certain 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. 333-160422), filed July 2, 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 July 27, 2009 and a final prospectus supplement dated July 27, 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 July 28, 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
10.1              Underwriting Agreement between Middleburg Financial Corporation
                  and Scott and Stringfellow, LLC

99.1              Press release issued July 28, 2009.