Old Point (OPOF) Form 4 — 12,212 Shares Converted in Merger

Rhea-AI Filing Summary

Old Point Financial Corp. insider A. Eric Kauders Jr. reported a transaction dated 09/01/2025 showing a disposition of 12,212 shares of Old Point common stock, leaving 0 shares beneficially owned after the transaction. The filing states these shares include previously unreported shares acquired through the issuer's ESPP and exempt dividend reinvestment. The disposals occurred in connection with the Merger Agreement dated April 2, 2025, under which 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 filing was signed by an attorney-in-fact on behalf of the reporting person on 09/03/2025.

Insights

Corporate Governance Expert

TL;DR: Transaction reflects merger-related conversion and routine insider disposition; no new allegations or incremental corporate actions reported.

The Form 4 shows a complete disposition of the reporting person's Old Point shares as of the merger's effective time, consistent with the Merger Agreement's conversion mechanics: each Old Point share converted into $41.00 in cash or 1.14 TowneBank shares with fractional share cash-outs. The filing also notes that included shares originated from ESPP and dividend reinvestment programs and that restricted shares vested at the Effective Time. From a governance perspective this is a procedural reporting of merger consideration and vesting-triggered conversions rather than a discretionary sale by the insider.

M&A Specialist

TL;DR: Disposal stems from the merger payout mechanics; material to shareholders because it documents how share treatment was executed.

The disclosure quantifies the conversion outcome for one insider: 12,212 Old Point shares were disposed of under the Merger Agreement, leaving zero reported holdings. It confirms the per-share election options available to holders ($41.00 cash or 1.14 TowneBank shares) and provides market context with closing prices on August 29, 2025 (Old Point $42.10; TowneBank $36.69). This form documents implementation details and the treatment of fractional shares, useful for understanding final holder considerations in the transaction.

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^*

Kauders A Eric Jr

(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)
	SVP/Trust

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		12,212(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).
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FAQ

What did Old Point Financial (OPOF) insider A. Eric Kauders Jr. report on Form 4?

The Form 4 reports a disposition of 12,212 Old Point shares on 09/01/2025, leaving the reporting person with 0 shares beneficially owned following the transaction.

Why were the Old Point shares disposed according to the Form 4?

The dispositions occurred under the Merger Agreement dated April 2, 2025, which converted Old Point shares at the Effective Time into the holder's election of $41.00 cash or 1.14 TowneBank shares.

Did the filing mention vested restricted shares or company plans?

Yes. The filing states restricted Old Point shares fully vested at the Effective Time and that the reported shares include those from the company's ESPP and dividend reinvestment programs.

How were fractional shares handled in the merger?

The filing discloses that fractional share holdings were paid in cash as part of the merger conversion procedures.

What market prices does the Form 4 cite for context?

It notes closing prices on August 29, 2025: Old Point $42.10 per share and TowneBank $36.69 per share.