Old Point EVP Reports Zero Holdings After Merger Conversion to Cash or TowneBank Stock

Rhea-AI Filing Summary

Donald S. Buckless, EVP and Chief Lending Officer of Old Point Financial Corp (OPOF), reported a disposition of 11,370 shares of Old Point common stock on 09/01/2025. The reported sale occurred as part of the Merger Agreement with TowneBank: at the Effective Time each Old Point share converted into the holder's election of $41.00 cash per share or 1.14 TowneBank shares, and previously restricted shares fully vested. The report shows 0 shares beneficially owned by the reporting person after the transaction. The filing notes closing prices on August 29, 2025 of $42.10 for Old Point and $36.69 for TowneBank, and that fractional shares were paid in cash.

Positive

• Merger settlement terms disclosed: holders could elect $41.00 cash or 1.14 TowneBank shares per Old Point share
• Restricted shares fully vested at the Effective Time, enabling holders to receive merger consideration
• Fractional shares addressed: fractional holdings were paid in cash, clarifying settlement mechanics

Negative

• Reporting person holds 0 Old Point shares after the reported transaction
• Disposition of 11,370 shares by a senior officer reduces insider ownership of Old Point common stock

Insights

Financial Analyst

TL;DR Insider disposition reflects merger consideration mechanics rather than open-market selling; reporting person holds no Old Point shares post-closing.

This Form 4 discloses a non-market disposition of 11,370 Old Point shares tied to the Merger Agreement with TowneBank. The filing confirms that restricted shares fully vested at the Effective Time and outstanding shares converted into the merger consideration (cash or TowneBank shares). The report shows the reporting person holds 0 Old Point shares after the transaction, consistent with a corporate acquisition settlement rather than a trading decision. Prices provided (Old Point $42.10; TowneBank $36.69) and the stated $41.00 cash option indicate the mechanics used to determine settlement value and cash-outs for fractional holdings.

M&A Specialist

TL;DR Transaction is a merger conversion; vesting and election options confirmed, demonstrating standard transactional settlement steps.

The disclosure documents the operational effects of the Merger Agreement: vesting of restricted shares at the Effective Time and conversion of outstanding shares into either cash consideration ($41.00 per Old Point share) or 1.14 TowneBank shares per Old Point share, subject to allocation and proration. The specialist view is that this is a routine post-closing implementation of merger consideration with clear settlement terms and no retained Old Point equity by the reporting officer.

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

OMB APPROVAL

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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^*

BUCKLESS DONALD S

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Lending Officer

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		11,370(1)	D	(2)(3)	0	D

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 the issuer's ESPP and 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.
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FAQ

What did Donald S. Buckless report on Form 4 for OPOF?

He reported a disposition of 11,370 Old Point shares on 09/01/2025, resulting in 0 shares beneficially owned after the transaction.

Why were Old Point shares disposed of in this Form 4?

The disposition occurred due to the Merger Agreement with TowneBank, under which each Old Point share converted into the elected merger consideration: $41.00 cash or 1.14 TowneBank shares.

What were the referenced closing prices for Old Point and TowneBank shares?

The filing states closing prices on August 29, 2025 of $42.10 for Old Point common stock and $36.69 for TowneBank common stock.

Did restricted Old Point shares vest as part of the merger?

Yes. The filing states that at the Effective Time each restricted share of Old Point common stock fully vested.

How were fractional share holdings handled in the merger?

The filing specifies that all fractional share holdings were paid in cash.