Old Point Director's Holdings Converted Under $41 Cash or 1.14 Share Merger Terms

Rhea-AI Filing Summary

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.

Positive

• Merger consideration terms disclosed: $41.00 cash or 1.14 TowneBank shares per Old Point share
• Complete disposition quantified: Total of 55,869.9799 Old Point shares disposed, resulting in 0 shares beneficially owned
• Disclosure of market context: Closing prices provided (Old Point $42.10; TowneBank $36.69 on 08/29/2025)

Negative

• None.

Insights

Financial Analyst

TL;DR: Director holdings were eliminated through merger consideration; conversion terms and closing prices are disclosed.

The Form 4 shows that Ishon John Cabot disposed of all reported Old Point shares on 09/01/2025, consistent with the Merger Agreement that converted Old Point stock into cash or TowneBank stock at fixed terms ($41.00 cash or 1.14 TowneBank shares per Old Point share). The filing quantifies the total shares disposed (55,869.9799) and confirms no remaining beneficial ownership. The inclusion of market closing prices for 08/29/2025 provides context for the cash election value versus market trading levels.

M&A Specialist

TL;DR: The reported dispositions are merger-related conversions, not routine open-market sales, and reflect the deal consideration mechanics.

The disclosures explicitly tie the disposals to the April 2, 2025 Merger Agreement effective at the merger's closing. Each restricted share vested and all outstanding shares converted into the right to receive specified merger consideration, with allocation and proration rules noted. Fractional-share cash payments and the dual cash-or-stock election mechanism are documented, which clarifies why insider holdings became zero post-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

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^*

ISHON JOHN CABOT

(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		38,788.7791(1)	D	(2)(3)	0	D
Common Stock	09/01/2025		D		1,768.85	D	(2)(3)	0	I	By Custodian For Child
Common Stock	09/01/2025		D		15,210	D	(2)(3)	0	I	By Spouse
Common Stock	09/01/2025		D		101.3509	D	(2)(3)	0	I	By Corporation

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.
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FAQ

What transactions did Ishon John Cabot report on Form 4 for OPOF?

The Form 4 reports dispositions on 09/01/2025 of Old Point common stock totaling 55,869.9799 shares, leaving 0 shares beneficially owned.

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

The filing states the disposals resulted from the Merger Agreement with TowneBank, under which each Old Point share converted into the right to receive $41.00 cash or 1.14 TowneBank shares.

What were the relevant market prices cited in the Form 4?

The Form 4 cites closing prices on 08/29/2025: Old Point $42.10 per share and TowneBank $36.69 per share.

Does the filing show any remaining beneficial ownership by the reporting person?

No. After the reported transactions on 09/01/2025 the filing shows the reporting person holds 0 shares of Old Point common stock.

Who signed the Form 4 and when?

The Form 4 was signed by /s/ Cathy Liles, Attorney-in-Fact on 09/03/2025.