Old Point (OPOF) Form 4: Insider Holdings Converted in Merger

Rhea-AI Filing Summary

Michael A. Glasser, a director of Old Point Financial Corp. (OPOF), reported dispositions of Old Point common stock on 09/01/2025 related to the company’s merger with TowneBank. The Form 4 shows three reported disposals: 6,826.8698 shares, 2,706.8602 shares, and 2,000 shares. Following these transactions, Glasser held zero shares directly and no indirect direct ownership in the disposed holdings, with certain holdings previously held indirectly through an IRA SEP and as Manager.

The filing explains these dispositions arose from the Merger Agreement dated April 2, 2025, under which each Old Point share converted into the right to receive either $41.00 in cash or 1.14 shares of TowneBank common stock; fractional shares were paid in cash. The transactions reflect the conversion/proration process at the Effective Time of the Merger.

Insights

Corporate Governance Expert

TL;DR: Director share disposals were procedural results of a merger conversion, not open-market sales.

The Form 4 shows that Michael A. Glasser's reported reductions in Old Point common stock resulted from the merger conversion mechanics rather than voluntary market sales. Because the Merger Agreement provided a cash-or-stock election at $41.00 per share or 1.14 TowneBank shares, the reported "D" dispositions reflect the conversion and settlement process, including cash-out of fractional shares. From a governance perspective, this is routine post-closing reporting of beneficial ownership changes tied to a corporate transaction and does not, on its face, indicate opportunistic insider trading.

Securities Analyst

TL;DR: Impact is neutral for investors; the filings document merger-related conversion, not new information about company fundamentals.

The Form 4 documents three specific disposition amounts and references the Merger Agreement terms (elect cash or stock at fixed conversion values). This is a transactional accounting of share conversion and proration at the Effective Time. It does not alter earnings, credit profile, or stewardship details disclosed elsewhere. Investors should note the conversion price of $41.00 per Old Point share and the exchange ratio of 1.14 TowneBank shares per Old Point share as the material, transaction-defining facts disclosed here.

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^*

GLASSER MICHAEL A

(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		6,826.8698(1)	D	(2)(3)	0	D
Common Stock	09/01/2025		D		2,706.8602	D	(2)(3)	0	I	by IRA SEP
Common Stock	09/01/2025		D		2,000	D	(2)(3)	0	I	Manager

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.
* 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 did Michael A. Glasser report on the Form 4 for OPOF?

The Form 4 reports dispositions of 6,826.8698, 2,706.8602, and 2,000 shares of Old Point common stock on 09/01/2025, leaving 0 shares beneficially owned following the transactions.

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

The dispositions resulted from the Merger Agreement dated April 2, 2025, under which 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.

What conversion values are disclosed in the Form 4 for the Old Point–TowneBank merger?

The filing states the conversion terms: $41.00 per Old Point share in cash or 1.14 TowneBank shares per Old Point share; it also notes closing prices on August 29, 2025: Old Point $42.10, TowneBank $36.69.

Does the Form 4 indicate open-market insider selling by the director?

No. The filing explains the reported dispositions occurred at the Effective Time of the merger as conversions/settlements under the Merger Agreement, not as open-market sales.

Who signed the Form 4 and when?

The Form 4 was signed by /s/ Cathy Liles, Attorney-in-Fact on 09/03/2025, as the signature for the reporting person.