Old Point Director Converts Holdings to Cash/Stock Under $41 Merger Terms

Rhea-AI Filing Summary

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.

Positive

• Full disclosure of merger-related conversions, including cash and stock election terms ($41.00 per share or 1.14 TowneBank shares).
• Restricted shares fully vested at closing, clarifying treatment of previously restricted equity.

Negative

• Reporting person no longer holds any Old Point common stock directly or indirectly after the conversion.
• Insider ownership in the pre-merger issuer is eliminated, removing a potential alignment signal between this director and Old Point shareholders.

Insights

Financial Analyst

TL;DR: Director disposed of all Old Point shares due to merger conversion, eliminating insider ownership in the combined company.

The Form 4 documents a complete disposition of the reporting person's Old Point common stock as of the merger effective date. The Merger Agreement provided a cash option of $41.00 per share or 1.14 TowneBank shares, and the filing notes that fractional shares were paid in cash. From an analytical perspective, this is a transactional disclosure reflecting the corporate reorganization rather than an independent voluntary sale; it removes the director's Old Point exposure and clarifies post-merger ownership is zero as reported.

Corporate Governance Expert

TL;DR: Insider reporting aligns with merger terms and shows full vesting and conversion of restricted shares at closing.

The filing explicitly states that restricted shares fully vested at the merger's effective time and were converted per the Agreement and Plan of Merger. The report shows both direct and indirect holdings were disposed or converted, leaving no beneficial ownership reported for the issuer post-transaction. This disclosure is procedurally important for governance transparency and confirms that the director complied with Section 16 reporting obligations following the corporate transaction.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

THACKER CLARK REBEKAH ELLEN

(Last) (First) (Middle)

C/O OLD POINT FINANCIAL CORP.

PO BOX 3392

(Street)

HAMPTON VA 23663

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OLD POINT FINANCIAL CORP [ OPOF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/01/2025		D		30,333(1)	D	(2)(3)	0	D
Common Stock	09/01/2025		D		31	D	(2)(3)	0	I	By Custodian For Child
Common Stock	09/01/2025		D		800	D	(2)(3)	0	I	Spouse, Ira
Common Stock	09/01/2025		D		76,888	D	(2)(3)	0	I	Richard Clark Irrevocable Administrative Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes previously unreported shares acquired through exempt dividend reinvestment transactions.

2. Pursuant to the Agreement and Plan of Merger, dated as of April 2, 2025, by and among TowneBank, a Virginia banking corporation ("TowneBank"), Old Point Financial Corporation, a Virginia corporation ("Old Point"), and The Old Point National Bank of Phoebus, a nationally chartered banking association and wholly owned subsidiary of Old Point (together with the related plan of merger, the "Merger Agreement"), at the Effective Time of the Merger (as defined in the Merger Agreement), each restricted share of Old Point common stock fully vested, and each outstanding share of Old Point common stock (including the vested restricted shares but excluding certain shares held by Old Point) converted into the right to receive, at the election of the holder, $41.00 per share in cash or 1.14 shares of TowneBank common stock, subject to the allocation and proration procedures set forth in the Merger Agreement.

3. On August 29, 2025, the last trading day before the Effective Time of the Merger, the closing price of Old Point's common stock was $42.10 per share and the closing price of TowneBank's common stock was $36.69 per share. All fractional share holdings were paid in cash.

	/s/ Cathy Liles, Attorney-in-Fact	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What transactions did Rebekah E. Thacker Clark report on Form 4 for OPOF?

The Form 4 reports dispositions on 09/01/2025 of 30,333, 31, 800, and 76,888 Old Point common shares, resulting in zero shares beneficially owned.

Why were the Old Point shares disposed of according to the filing?

Per the Merger Agreement with TowneBank, at the merger effective time each Old Point share converted into the right to receive $41.00 in cash or 1.14 TowneBank shares; restricted shares fully vested and converted.

Did the Form 4 indicate any cash payments for fractional shares?

Yes, the filing states that all fractional share holdings were paid in cash based on the last trading day prices.

What election options did holders have under the Merger Agreement?

Holders could elect to receive either $41.00 per Old Point share in cash or 1.14 shares of TowneBank common stock, subject to allocation and proration procedures.

Who signed the Form 4 and when?

The Form 4 was signed by Cathy Liles, Attorney-in-Fact on 09/03/2025 on behalf of the reporting person.