Old Point CEO Reports 0 Shares Following $41 Cash or 1.14 TowneBank Share Conversion
Rhea-AI Filing Summary
Robert F. Shuford Jr., President and CEO and director of Old Point Financial Corp. (OPOF), reported a disposition of 50,930 shares of Old Point common stock on 09/01/2025, leaving him with 0 shares owned following the transaction. The transaction arose from the Merger Agreement among Old Point, TowneBank and Old Point National Bank of Phoebus: at the Effective Time each outstanding Old Point share converted into the right to receive either $41.00 in cash or 1.14 shares of TowneBank common stock, subject to allocation and proration. The filing notes previously unreported shares from exempt dividend reinvestment and that certain indirect holdings previously reported for his children were omitted because they reached majority. The form is signed by an attorney-in-fact on 09/03/2025.
Positive
- None.
Negative
- None.
Insights
TL;DR: Insider disposed of all direct Old Point shares due to the merger conversion into cash or TowneBank stock.
The Form 4 documents a complete elimination of direct share ownership by the CEO/director through the merger conversion mechanics. The reported disposition of 50,930 shares appears tied to the Merger Agreement's cash-or-stock election rather than an open-market sale. Key numeric facts—$41.00 cash per Old Point share or 1.14 TowneBank shares—define the financial terms received by holders. The disclosure that previously unreported dividend-reinvestment shares were included and that indirect holdings of adult children were omitted clarifies the post-transaction ownership picture.
TL;DR: Transaction reflects statutory conversion under the Merger Agreement with proration and fractional-share cash-outs applied.
The filing succinctly ties the insider disposition to the Merger Agreement dated April 2, 2025, describing conversion mechanics and proration procedures. The inclusion of the effective-time conversion terms and the last-trade prices on August 29, 2025 (OPOF $42.10, TowneBank $36.69) provides market context for the cash-versus-stock elections and fractional-share cash settlements. This is a routine, material post-closing disclosure rather than an independent trading decision by the reporting person.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 50,930 | $0.00 | -- |
Footnotes (1)
- Includes previously unreported shares acquired through exempt dividend reinvestment transactions. Omits shares previously reported as indirect holdings by children, each of whom has reached majority age. 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. 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.
