[Form 4] Old Point Financial Corp Insider Trading Activity

Rhea-AI Filing Summary

Andrew Buxbaum, General Counsel of Old Point Financial Corp (OPOF), reported a disposition of 5,186 shares of Old Point common stock on 09/01/2025. The filing shows 0 shares beneficially owned following the transaction. The explanation states these shares include previously unreported purchases through the company's ESPP and dividend reinvestment, and that at the Effective Time of the Merger with TowneBank each Old Point share converted into the right to receive either $41.00 in cash or 1.14 shares of TowneBank stock subject to proration; fractional shares were paid in cash. The filing lists closing prices on August 29, 2025: Old Point $42.10 and TowneBank $36.69.

Positive

• Clear disclosure of conversion terms: $41.00 cash per share or 1.14 TowneBank shares
• Vested restricted shares fully vested at the Effective Time, simplifying post-merger ownership

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider disposed of all reported Old Point shares at the merger effective time; transaction reflects merger conversion mechanics, not a market sale.

The Form 4 documents a disposition coincident with Old Point's merger into TowneBank. The record clarifies vesting of restricted shares at the Effective Time and conversion options for holders (cash or stock), plus cash-out for fractional shares. From a governance perspective, this is a routine post-merger ownership reconciliation and does not allege opportunistic trading; it documents mechanics and resulting zero reported holdings.

Securities Analyst

TL;DR: Reporting person shows no remaining Old Point shares after merger conversion; prices and exchange ratio are disclosed for investor valuation comparability.

The filing provides concrete transaction context: $41.00 per Old Point share cash option or 1.14 TowneBank shares, with referenced closing prices ($42.10 Old Point; $36.69 TowneBank). This allows straightforward cross-checking of deal economics and confirms cash settlement for fractional holdings. The disclosure is procedural and informational for post-merger cap table clarity.

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^*

Buxbaum Andrew

(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)
	General Counsel

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		5,186(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 did Andrew Buxbaum (OPOF) report on Form 4?

He reported a disposition of 5,186 Old Point common shares on 09/01/2025 and 0 shares beneficially owned following the transaction.

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

The filing explains the dispositions occurred due to the Merger Agreement, where Old Point shares converted into cash or TowneBank shares and restricted shares fully vested at the Effective Time.

What were the exchange terms in the Merger Agreement disclosed here?

Each Old Point share converted into the right to receive $41.00 in cash or 1.14 shares of TowneBank common stock, with fractional shares paid in cash.

What reference prices are provided in the Form 4?

The filing cites closing prices on August 29, 2025: Old Point $42.10 per share and TowneBank $36.69 per share.