OPOF Director's Shares Converted at $41 Cash or 1.14 TowneBank Shares

Rhea-AI Filing Summary

Sarah B. Castleberry, a director of Old Point Financial Corp (OPOF), reported a disposal of 11,560 shares of Old Point common stock on 09/01/2025. The reported ownership following the transaction is 0 shares. The sale/disposition resulted from the merger with TowneBank under the Merger Agreement dated April 2, 2025, which provided Old Point holders the election to receive $41.00 per share in cash or 1.14 shares of TowneBank common stock. The filing notes previously unreported shares were from exempt dividend reinvestment and that fractional shares were paid in cash. The form was signed by attorney-in-fact Cathy Liles on 09/03/2025.

Positive

• Merger consideration provided fixed cash option ($41.00/share) or stock alternative (1.14 TowneBank shares)
• Restricted shares vested at the Effective Time, simplifying holder treatment in the merger

Negative

• Reporting person holds 0 Old Point shares following the transaction
• 11,560 shares disposed from the reporting person as part of the merger conversion

Insights

Corporate Governance Expert

TL;DR: Director Castleberry's Old Point holdings were fully converted at merger terms, leaving no Old Point shares outstanding for the reporting person.

The Form 4 discloses a post-merger disposition of 11,560 Old Point shares tied to the TowneBank merger. The filing confirms restricted shares fully vested at the Effective Time and were converted per the merger consideration formula. From a governance perspective, this is a routine reporting of merger consideration and share conversion rather than a voluntary open-market sale by the director.

M&A Specialist

TL;DR: Transaction reflects merger consideration mechanics: cash or stock election with proration and cash-out of fractional shares.

The disclosure explicitly ties the disposition to the Agreement and Plan of Merger, which provided $41.00 cash or 1.14 TowneBank shares per Old Point share. The filing notes market closing prices on August 29, 2025 (Old Point $42.10; TowneBank $36.69) to explain fractional-share cash treatment. This confirms standard merger settlement procedures were followed for equity holders.

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^*

Castleberry Sarah B

(Last) (First) (Middle)

C/O OLD POINT FINANIAL 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		11,560(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. (1) Includes previously unreported shares acquired through exempt dividend reinvestment transactions.

2. (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. (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.

	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

How many Old Point (OPOF) shares did Sarah B. Castleberry dispose of?

The Form 4 reports a disposal of 11,560 shares on 09/01/2025.

What consideration did Old Point shareholders receive in the merger with TowneBank?

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

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.

Were fractional shares paid in cash in the merger?

Yes; the filing notes that all fractional share holdings were paid in cash.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by attorney-in-fact Cathy Liles and dated 09/03/2025.