Old Point Director's Holdings Converted in TowneBank Merger—$41.00 Cash or 1.14 Shares

Rhea-AI Filing Summary

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.

Insights

Securities Analyst

TL;DR Director disposed of all Old Point shares at merger; conversion terms were $41.00 cash or 1.14 TowneBank shares.

This Form 4 reports a routine, transaction-driven disposition tied to a completed merger rather than an open-market sale for cash needs or trading. The filing notes the shares included exempt dividend reinvestment transactions and that restricted shares vested at the merger effective time, then converted per the merger consideration. From an investor-materiality perspective, the disclosure confirms insider ownership in Old Point was fully extinguished by the corporate transaction, and holders received specified cash-or-stock consideration, which is important for tracking ownership changes and post-merger ownership structure.

Corporate Governance Expert

TL;DR The director's holdings were converted/paid out under the merger; this is a governance-driven change, not a trading signal.

The Form 4 documents that at the Effective Time of the Merger all restricted Old Point shares vested and outstanding shares converted into the merger consideration. The report clarifies mechanics (cash election or TowneBank shares, and cash for fractions) and indicates transfer of economic interest consistent with merger terms. This filing should be viewed as an administrative disclosure of the merger's effect on insider holdings rather than an indicator of the director's sentiment about the combined company.

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^*

Wash Elizabeth 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)

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		14,679(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 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Elizabeth S. Wash report on Form 4 for OPOF?

The filing reports a disposition of 14,679 Old Point shares on 09/01/2025, leaving her with 0 Old Point shares.

Why were the Old Point shares disposed of on 09/01/2025?

The dispositions resulted from the closing of the merger with TowneBank, which converted Old Point shares per the Merger Agreement.

What were the merger conversion terms disclosed in the Form 4?

Each Old Point share converted into the holder's election of $41.00 in cash or 1.14 TowneBank common shares; fractional shares were paid in cash.

Did any restricted shares vest as part of the merger?

Yes. The filing states that at the Effective Time of the Merger, each restricted share fully vested.

Were the reported shares acquired through any reinvestment plan?

The filing notes the amount includes previously unreported shares acquired through exempt dividend reinvestment transactions.