Old Point (OPOF) Insider: 16,584 Shares Converted in Merger for Cash or TowneBank Stock

Rhea-AI Filing Summary

Tom B. Langley, a director of Old Point Financial Corp (OPOF), reported a disposal of 16,584 shares of Old Point common stock on 09/01/2025. The reported disposition reduced his beneficial ownership to 0 shares following a merger with TowneBank governed by an Agreement and Plan of Merger dated April 2, 2025. At the Effective Time, restricted shares vested and each outstanding Old Point share converted into the holder's election of $41.00 in cash or 1.14 shares of TowneBank common stock, subject to allocation and proration; fractional shares were paid in cash. Closing prices on the last trading day before the Effective Time were $42.10 for Old Point and $36.69 for TowneBank.

Positive

• Transaction arose from completed merger, providing clear exit or conversion terms to holders
• Restricted shares vested at Effective Time, clarifying treatment of previously restricted insider holdings

Negative

• Reporting person's beneficial ownership reduced to zero, removing an insider holder from ongoing equity ownership

Insights

Corporate Governance Expert

TL;DR: Director Langley's Old Point holdings were eliminated due to the TowneBank merger; conversion terms and cash election noted.

The Form 4 reports a single material transaction driven by the merger implementation rather than an active sale. The filing documents that restricted shares vested at the Effective Time and all outstanding Old Point shares were converted into merger consideration: an election of $41.00 cash or 1.14 TowneBank shares, with fractional shares settled in cash. Reporting zero post-transaction ownership confirms full conversion or cash-out for this reporting person. This is a routine, merger-related ownership change rather than a governance dispute or insider trading concern.

M&A Specialist

TL;DR: Transaction reflects standard merger consideration mechanics; cash/share election and proration applied to insider holdings.

The disclosure clarifies merger mechanics: accelerated vesting of restricted stock and holder elections between cash and stock consideration. The inclusion of closing prices for both securities on the last trading day before the Effective Time provides context for valuation comparisons but does not indicate additional transactions. This is material to shareholders because it finalizes the insider's compensation conversion under the Merger Agreement, but it does not signal incremental corporate action beyond the merger closing.

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

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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^*

LANGLEY TOM B

(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		16,584(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 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 transaction did Tom B. Langley report on Form 4 for OPOF?

He reported a disposition of 16,584 shares on 09/01/2025, resulting in 0 shares beneficially owned afterward.

Why were Old Point shares disposed of in this Form 4?

The dispositions were due to the TowneBank merger, where Old Point shares were converted per the Merger Agreement into cash or TowneBank stock.

What were the merger consideration options per the filing?

Holders could elect $41.00 per Old Point share in cash or 1.14 shares of TowneBank common stock, with fractional shares paid in cash.

What prices were reported for context in the Form 4?

The filing notes the 08/29/2025 closing prices: $42.10 for Old Point and $36.69 for TowneBank.

Did the Form 4 indicate any derivative transactions or retained equity after the merger?

No derivative securities were reported, and the reporting person shows 0 shares beneficially owned following the transaction.