Old Point Finl SEC Filings

Old Point Financial Corp (OPOF) director Ishon John Cabot reported changes in beneficial ownership tied to the company's merger with TowneBank. On 09/01/2025 Cabot recorded multiple dispositions of Old Point common stock totaling 55,869.9799 shares (including dividend reinvestment shares), leaving 0 shares beneficially owned after the transactions. The filings state that under the Merger Agreement each Old Point share converted into the right to receive either $41.00 in cash or 1.14 shares of TowneBank common stock, with fractional shares paid in cash. The filing notes closing prices on 08/29/2025: Old Point $42.10 and TowneBank $36.69. The Form 4 was signed by an attorney-in-fact on 09/03/2025.

Michael A. Glasser, a director of Old Point Financial Corp. (OPOF), reported dispositions of Old Point common stock on 09/01/2025 related to the company’s merger with TowneBank. The Form 4 shows three reported disposals: 6,826.8698 shares, 2,706.8602 shares, and 2,000 shares. Following these transactions, Glasser held zero shares directly and no indirect direct ownership in the disposed holdings, with certain holdings previously held indirectly through an IRA SEP and as Manager.

The filing explains these dispositions arose from the Merger Agreement dated April 2, 2025, under which each Old Point share converted into the right to receive either $41.00 in cash or 1.14 shares of TowneBank common stock; fractional shares were paid in cash. The transactions reflect the conversion/proration process at the Effective Time of the Merger.

Stephen Conway Adams, a director of Old Point Financial Corp. (OPOF), reported dispositions on 09/01/2025 that reduced his beneficial ownership to 0 shares. The filing shows two reported non-derivative dispositions: 17,373 shares disposed and 222 shares disposed indirectly (held in Nancy B Adams SEP-IRA). The transactions are explained as occurring pursuant to the Merger Agreement dated April 2, 2025, under which each Old Point share converted into the right to receive either $41.00 per share in cash or 1.14 shares of TowneBank common stock, with proration and cash payment for fractional shares. The filing notes previously unreported shares received through exempt dividend reinvestment transactions and provides market closing prices on August 29, 2025 for context.

Old Point Financial Corp director Elizabeth S. Wash reported a disposition of 14,679 shares of Old Point common stock on 09/01/2025, leaving her with zero Old Point shares after the transaction. The filing explains these shares include previously unreported dividend reinvestment purchases and that the dispositions resulted from the closing of a merger with TowneBank. Under the merger, each Old Point share converted into the holder's election of $41.00 cash or 1.14 TowneBank shares, with fractional shares paid in cash. The reporting form is signed by an attorney-in-fact on behalf of the reporting person.

Rebekah Ellen Thacker Clark, a director of Old Point Financial Corp (OPOF), reported on Form 4 that on 09/01/2025 she disposed of all her Old Point common stock holdings in connection with the company's merger with TowneBank. The filing shows dispositions of 30,333, 31, 800 and 76,888 shares across reported lines, leaving zero shares beneficially owned directly or indirectly after the transactions. Under the Merger Agreement, each Old Point share converted into the holder's election of $41.00 cash or 1.14 TowneBank shares; fractional shares were paid in cash. The filing was signed by an attorney-in-fact on behalf of the reporting person.

Robert F. Shuford, a director of Old Point Financial Corp (OPOF), reported a Section 16 transaction on 09/01/2025. The Form 4 shows disposition of 302,401 shares of Old Point common stock in connection with the merger with TowneBank.

The filing notes 140,931 shares had been inadvertently omitted from prior Section 16 filings dating back to February 14, 2020. Under the Merger Agreement effective at closing, each outstanding Old Point share converted into the holder's choice of $41.00 in cash or 1.14 shares of TowneBank common stock, with fractional shares paid in cash. The filing records that following the reported disposition the reporting person holds 0 shares of Old Point. The Form 4 was signed by an attorney-in-fact on 09/03/2025.

Old Point Financial Corp insider Thomas L. Hotchkiss, an officer (CCO/EVP), reported a disposition of 8,907 shares of Old Point common stock effective 09/01/2025. The reported transaction left the reporting person with 0 shares beneficially owned following the transaction. The filing notes that previously unreported shares were acquired through the issuer's ESPP and dividend reinvestment and that restricted shares fully vested at the Effective Time of the Merger with TowneBank.

Per the Merger Agreement, each outstanding Old Point share converted into the holder's election of $41.00 cash or 1.14 shares of TowneBank common stock; fractional shares were paid in cash. The filing discloses closing prices on 08/29/2025 of $42.10 for Old Point and $36.69 for TowneBank.

Tom B. Langley, a director of Old Point Financial Corp (OPOF), reported a disposal of 16,584 shares of Old Point common stock on 09/01/2025. The reported disposition reduced his beneficial ownership to 0 shares following a merger with TowneBank governed by an Agreement and Plan of Merger dated April 2, 2025. At the Effective Time, restricted shares vested and each outstanding Old Point share converted into the holder's election of $41.00 in cash or 1.14 shares of TowneBank common stock, subject to allocation and proration; fractional shares were paid in cash. Closing prices on the last trading day before the Effective Time were $42.10 for Old Point and $36.69 for TowneBank.

William F. Keefe, a director of Old Point Financial Corporation (OPOF), reported a disposal of 11,543.8314 shares of Old Point common stock on 09/01/2025, leaving him with 0 shares beneficially owned after the transaction. The filing states this change resulted from the merger agreement dated April 2, 2025, under which, at the Effective Time, each outstanding Old Point share converted into the holder's election of $41.00 in cash or 1.14 shares of TowneBank common stock, subject to allocation and proration rules.

The form notes market context: on August 29, 2025 (the last trading day before the merger Effective Time), Old Point closed at $42.10 per share and TowneBank closed at $36.69 per share, and fractional share holdings were paid in cash. The Form 4 was signed by Cathy Liles, Attorney-in-Fact, on 09/03/2025.