TowneBank–Old Point (NASDAQ: OPOF) merger clears key regulators

Rhea-AI Filing Summary

Old Point Financial Corporation announced that TowneBank and Old Point have received regulatory approval from the Federal Deposit Insurance Corporation and the Bureau of Financial Institutions of the Virginia State Corporation Commission to complete their proposed merger. All required regulatory approvals for the transaction have now been obtained. The companies expect the merger to close on or about September 1, 2025, subject to customary closing conditions. Based on this expected closing date, holders of Old Point common stock and restricted stock awards have until 5:00 p.m. Eastern Time on August 26, 2025 to submit elections for the form of merger consideration, under the allocation and proration procedures in the merger agreement.

Positive

• All required regulatory approvals received from the FDIC and Virginia Bureau of Financial Institutions, allowing the TowneBank–Old Point merger to proceed toward a planned September 1, 2025 closing.

Negative

• None.

Insights

Banking M&A analyst

All regulatory approvals secured for TowneBank–Old Point merger, with closing targeted for early September 2025.

The disclosure that TowneBank and Old Point Financial Corporation have received approvals from both the FDIC and Virginia’s Bureau of Financial Institutions removes a major condition to completing their bank merger. The text states that all regulatory approvals required for the transaction have now been received, which typically represents a key de‑risking milestone in bank M&A.

The parties now target closing the merger on or about September 1, 2025, still subject to customary closing conditions, so final completion is not yet guaranteed. The election deadline of August 26, 2025 at 5:00 p.m. Eastern Time for Old Point common and restricted stock holders to choose their form of consideration, subject to allocation and proration, indicates that integration planning and shareholder mechanics are well advanced.

For investors, the main takeaway is that regulatory review has concluded favorably and timing has become more concrete. Subsequent company communications around the planned closing around September 1, 2025 and post‑merger updates will provide additional clarity on how the combined organization is implemented.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 14, 2025

OLD POINT FINANCIAL CORPORATION

 (Exact name of registrant as specified in its charter)

Virginia		000-12896		54-1265373
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

101 East Queen Street

Hampton, Virginia 23669

(Address of principal executive offices)  (Zip Code)

(757) 728-1200

(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $5.00 par value	OPOF	The NASDAQ Stock Market LLC

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

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 8.01 Other Events.

On August 14, 2025, TowneBank and Old Point Financial Corporation (“Old Point”) issued a joint press release announcing that they had received regulatory approval from the Federal Deposit Insurance Corporation and the Bureau of Financial Institutions of the Virginia State Corporation Commission to complete the proposed merger of Old Point and The Old Point National Bank of Phoebus (“Old Point National Bank”) with TowneBank (the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of April 2, 2025, by and among TowneBank, Old Point and Old Point National Bank (the “Merger Agreement”). All regulatory approvals required for the transaction have now been received. TowneBank and Old Point expect to close on or about September 1, 2025, subject to the satisfaction of customary closing conditions.

The companies also announced that, based on the expected closing date, the election deadline for holders of Old Point common stock and Old Point restricted stock awards to elect the form of consideration they wish to receive in the Merger by completing the election materials previously sent to such holders, subject to the allocation and proration procedures set forth in the Merger Agreement, will be 5:00 p.m., Eastern Time, on August 26, 2025, unless extended.

A copy of the joint press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No.		Description
99.1		Joint Press Release dated August 14, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy securities of Old Point or TowneBank. In connection with the Merger, Old Point filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2025 a definitive proxy statement, which included an offering circular of TowneBank with respect to shares of TowneBank common stock to be issued in connection with the Merger (the “proxy statement/offering circular”). Old Point delivered the proxy statement/offering circular to its shareholders seeking approval of the Merger and related matters on or about May 29, 2025. In addition, each of TowneBank and Old Point may file other relevant documents concerning the proposed transaction with the FDIC and SEC, respectively.

Investors, TowneBank shareholders and Old Point shareholders are strongly urged to read the proxy statement/offering circular regarding the proposed Merger and other relevant documents filed with the FDIC and SEC, as well as any amendments or supplements to those documents, because they will contain important information about TowneBank, Old Point and the proposed Merger. Free copies of the proxy statement/offering circular, as well as other filings containing information about Old Point, may be obtained after their filing at the SEC’s website (https://www.sec.gov). Free copies of filings containing information about TowneBank may be obtained after their filing at the FDIC’s website (https://www.fdic.gov).

SIGNATURES

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

	OLD POINT FINANCIAL CORPORATION
	(Registrant)
	By:	/s/ Robert F. Shuford Jr.
	Name:	Robert F. Shuford Jr.
	Title:	Chairman of the Board, President & Chief Executive Officer
Date: August 15, 2025

FAQ

What did Old Point Financial Corporation (OPOF) announce in this 8-K?

Old Point Financial Corporation reported that it and TowneBank have received all required regulatory approvals from the FDIC and the Virginia Bureau of Financial Institutions to complete their proposed merger, and provided timing and election details tied to the anticipated closing.

When is the TowneBank–Old Point merger expected to close?

The companies expect the merger of Old Point and The Old Point National Bank of Phoebus with TowneBank to close on or about September 1, 2025, subject to satisfaction of customary closing conditions.

Which regulators approved the TowneBank–Old Point merger?

The merger received approval from the Federal Deposit Insurance Corporation and the Bureau of Financial Institutions of the Virginia State Corporation Commission, and all required regulatory approvals are now in place.

What is the election deadline for OPOF shareholders regarding merger consideration?

The election deadline for holders of Old Point common stock and Old Point restricted stock awards to choose the form of consideration in the merger is 5:00 p.m. Eastern Time on August 26, 2025, unless extended, subject to allocation and proration procedures in the merger agreement.

Who can elect the form of consideration in the TowneBank–Old Point merger?

Holders of Old Point common stock and Old Point restricted stock awards may elect the form of consideration they wish to receive in the merger by submitting the election materials previously sent to them, subject to the allocation and proration terms in the merger agreement.

Where can investors find more information about the TowneBank–Old Point merger?

Details are included in a definitive proxy statement and offering circular filed by Old Point with the SEC on May 27, 2025. Free copies are available on the SEC’s website for Old Point filings and on the FDIC’s website for TowneBank filings.