8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form8-K

CURRENT REPORT

Pursuantto Section 13 or 15(d)

ofthe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2020

SouthernNational Bancorp of Virginia, Inc.

(Exact name of registrant as specified in its charter)

(703) 893-7400

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers;Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 31, 2020, Southern National Bancorp of Virginia, Inc. (the “Company”) announced that Ms. Georgia S. Derrico is retiring from her position as Executive Chairman of the Board of each of the Company and its wholly-owned subsidiary, Sonabank, and that Mr. R. Roderick Porter is retiring from his position as Executive Vice Chairman of the Board of each of the Company and Sonabank, in each case effective as of March 31, 2020. Ms. Derrico and Mr. Porter will continue to serve as members of the boards of directors of each of the Company and Sonabank until the Company’s 2020 annual meeting of shareholders, which is currently expected to be held on May 21, 2020, at which point they will resign their director positions. The Company also announced that Mr. W. Rand Cook has been appointed to replace Ms. Derrico as non-executive Chairman of the boards of directors of each of the Company and Sonabank. A copy of the press release announcing such changes is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In connection with their retirement, the Company entered into separation agreements with each of Ms. Derrico and Mr. Porter, pursuant to which each of Ms. Derrico and Mr. Porter will receive the separation benefits provided under the terms of their existing employment agreements with the Company, dated October 2, 2019, as if they had a qualifying termination under the Company’s Executive Severance Plan, with certain modifications. Specifically, Ms. Derrico and Mr. Porter will receive base salary continuation for twelve months (instead of six months as originally contemplated by their existing agreements) and continued payment of an amount equal to the employer-paid portion of the monthly COBRA premium for six months.  In addition, each of Ms. Derrico and Mr. Porter will be entitled to: (i) acceleration of vesting of her or his then-outstanding stock options and restricted shares; (ii) Company-provided access to a personal assistant in a manner consistent with past practice for three (3) years (instead of two (2) years) following their date of separation, provided that the dollar value attributed to the services provided by such personal assistant to Ms. Derrico and Mr. Porter may not exceed $60,000 for each and provided, further, that if the Company determines in its sole discretion that it is unable to provide Ms. Derrico and Mr. Porter with such access to a personal assistant at any time during the three years, then the Company will pay to each of them a lump sum cash payment equal to $60,000 per year for the remainder of the three-year period, pro-rated for partial calendar years; and (iii) acceleration of vesting of the normal retirement benefit under his or her supplemental executive retirement plan, dated as of April 2, 2018. In addition, the Company agreed to amend certain of Ms. Derrico’s and Mr. Porter’s stock options, as follows: (i) the lapse period with respect to options having an exercise price greater than $9.70 per share will be extended until the third anniversary of their date of separation; and (ii) the lapse period with respect to options with an exercise price equal to $9.14 per share will be extended until the second anniversary of their date of separation; provided that in each case, the option will not be extended beyond the original 10-year expiration date of the option.

The foregoing description of the separation agreements is only a summary and is qualified in its entirety by reference to the full text of the separation agreements, which will be filed as exhibits to the Company’s quarterly report on Form 10-Q for the period ending March 31, 2020.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

Leadership Transition at SouthernNational Bancorp of Virginia, Inc.

For immediate release

March 31, 2020

McLean, VA, March 31, 2020 – Southern National Bancorp of Virginia, Inc. (NASDAQ: SONA) (the “Company”) announced today that Ms. Georgia S. Derrico is retiring from her position as Executive Chairman of the Board of each of the Company and its wholly-owned subsidiary, Sonabank, and that Mr. R. Roderick Porter is retiring from his position as Executive Vice Chairman of the Board of each of the Company and Sonabank, in each case effective as of March 31, 2020. Ms. Derrico and Mr. Porter will continue to serve as members of the boards of directors of each of the Company and Sonabank until the date of the Company’s 2020 annual meeting of shareholders, which is currently expected to be held on May 21, 2020. The Company also announced that Mr. W. Rand Cook has been appointed to replace Ms. Derrico as non-executive Chairman of the boards of directors of each of the Company and Sonabank.

Mr. Dennis J. Zember Jr., President and Chief Executive Officer of the Company and Sonabank, stated, “We are excited about the Company’s future, and the leadership team that is in place to help us succeed in the future. We appreciate the many years of support and leadership from Ms. Derrico and Mr. Porter.”

About Southern National Bancorp of Virginia,Inc.

As of December 31, 2019, Southern National had $2.72 billion in total assets, $2.19 billion in total loans and $2.12 billion in total deposits. Sonabank provides a range of financial services to individuals and small and medium sized businesses.  At December 31, 2019, Sonabank had forty-five full-service branches. Thirty-eight full-service retail branches are in Virginia, located in Ashland, Burgess, Callao, Central Garage, Charlottesville, Chester, Clifton Forge, Colonial Heights, Courtland, Deltaville, Fairfax, Front Royal, Gloucester, Gloucester Point, Hampton, Hartfield, Haymarket, Heathsville, Kilmarnock, Leesburg, McLean, Mechanicsville (2), Middleburg, Midlothian, New Market, Newport News, Quinton, Reston, Richmond, South Riding, Surry, Tappahannock (2), Urbanna, Warrenton, Waverly, and Williamsburg, and seven full-service retail branches in Maryland, located in Bethesda, Brandywine, Huntingtown, Owings, Rockville, Shady Grove, and Upper Marlboro.

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Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that relate to future events, including the leadership of the Company, or the future performance of the Company. Forward-looking statements are not guarantees of performance or results. These forward-looking statements are based on the current beliefs and expectations of the respective management of the Company and Sonabank and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond their respective control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed or implied in these forward-looking statements because of numerous possible uncertainties. Words like "may," "plan," "contemplate," "anticipate," "believe," "intend," "continue," "expect," "project," "predict," "estimate," "could," "should," "would," "will," and similar expressions, should be considered as identifying forward-looking statements, although other phrasing may be used. Such forward-looking statements involve risks and uncertainties and may not be realized due to a variety of factors. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and Registration Statements on Form S-4) filed by the Company with the Securities and Exchange Commission. You should consider such factors and not place undue reliance on such forward-looking statements. The Company undertakes no obligation to update such forward-looking statements to reflect events or circumstances occurring after the issuance of this press release.

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