Old Point Insider Reports 8,907-Share Disposition Under Merger Terms

Rhea-AI Filing Summary

Old Point Financial Corp insider Thomas L. Hotchkiss, an officer (CCO/EVP), reported a disposition of 8,907 shares of Old Point common stock effective 09/01/2025. The reported transaction left the reporting person with 0 shares beneficially owned following the transaction. The filing notes that previously unreported shares were acquired through the issuer's ESPP and dividend reinvestment and that restricted shares fully vested at the Effective Time of the Merger with TowneBank.

Per the Merger Agreement, each outstanding Old Point share converted into the holder's election of $41.00 cash or 1.14 shares of TowneBank common stock; fractional shares were paid in cash. The filing discloses closing prices on 08/29/2025 of $42.10 for Old Point and $36.69 for TowneBank.

Positive

• Restricted shares fully vested at the Effective Time of the Merger, enabling conversion under the Merger Agreement
• Clear conversion terms disclosed: $41.00 per Old Point share in cash or 1.14 TowneBank shares; fractional shares paid in cash
• Previously unreported ESPP and dividend reinvestment shares were identified and included in the transaction explanation

Negative

• Reporting person’s beneficial ownership reduced to 0 shares following the reported transaction
• Disposition of 8,907 Old Point shares was reported, reflecting transfer/settlement activity associated with the merger

Insights

Financial Analyst

TL;DR: Insider disposed of 8,907 Old Point shares due to the TowneBank merger; reporting ownership now zero.

The Form 4 documents a routine post-merger settlement where outstanding Old Point shares were converted per the Merger Agreement. The transaction reduced the reporting person's direct beneficial ownership to 0 shares, suggesting the insider elected the cash or stock consideration provided by the merger or that conversion and settlement occurred at the Effective Time. The filing also clarifies that some shares arose from ESPP and dividend reinvestment prior to conversion. This disclosure is material for ownership tracking but reflects merger mechanics rather than an independent liquidity event.

Corporate Governance Expert

TL;DR: Ownership reporting completed following merger-driven vesting and conversion; restricted shares vested at the Effective Time.

The Form 4 emphasizes that all restricted shares fully vested at the Effective Time of the Merger, which is important governance information because vesting removes prior transfer restrictions and triggers conversion rights. The filing provides explicit conversion terms ($41.00 cash or 1.14 TowneBank shares) and notes handling of fractional shares. From a governance perspective, this clarifies insiders' post-merger holdings and confirms that the merger's allocation and proration procedures govern outcome.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Hotchkiss Thomas L

(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)
	CCO/EVP

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		8,907(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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Thomas L. Hotchkiss report on Form 4 (OPOF)?

The Form 4 reports a disposition of 8,907 shares of Old Point common stock, with 0 shares beneficially owned following the transaction.

Why were Old Point restricted shares mentioned in the Form 4?

The filing states that all restricted shares fully vested at the Effective Time of the Merger, which affected conversion and settlement treatment.

What were the merger conversion options for Old Point shares?

Under the Merger Agreement, each Old Point share converted into the holder's election of $41.00 in cash or 1.14 shares of TowneBank common stock; fractional shares were paid in cash.

What closing prices does the Form 4 report for Old Point and TowneBank?

The filing reports closing prices on 08/29/2025 of $42.10 for Old Point common stock and $36.69 for TowneBank common stock.

Were any previously unreported shares disclosed?

Yes. The Form 4 explains inclusion of previously unreported shares acquired through the issuer's ESPP and dividend reinvestment transactions.