Old Point (OPOF) Insider Filing: Shares Converted at $41 or 1.14 TowneBank Shares

Rhea-AI Filing Summary

Old Point Financial Corp. reporting person Cathy Liles, CFO, recorded a disposition of 1,440 shares of Old Point common stock on 09/01/2025 related to the merger with TowneBank. The filing states that under the Merger Agreement each restricted share fully vested at the Effective Time and each outstanding share was converted into the right to receive either $41.00 in cash per share or 1.14 shares of TowneBank common stock, subject to allocation and proration procedures. The filing also notes the reporting person’s previously unreported shares were acquired through the issuer’s ESPP and dividend reinvestment, and that fractional shares were paid in cash.

Positive

• Merger consideration specified: Each Old Point share converts into either $41.00 cash or 1.14 TowneBank shares, providing clear, contractual terms.
• Restricted shares fully vested at Effective Time: Vested treatment removes future vesting contingencies for those shares.
• Source of previously unreported shares disclosed: Shares acquired through the ESPP and dividend reinvestment were acknowledged in the filing.

Negative

• None.

Insights

M&A Specialist

TL;DR: Transaction reflects merger consideration mechanics converting Old Point shares into cash or TowneBank stock per the Merger Agreement.

The Form 4 documents the administrative conversion and disposition of Old Point common stock as a direct result of the April 2, 2025 Merger Agreement becoming effective. The filing clarifies vesting of restricted shares at the Effective Time and the election between $41.00 cash or 1.14 TowneBank shares per Old Point share, with fractional shares settled in cash. These are execution details of the merger consideration and do not disclose additional negotiated terms or pro forma outcomes.

Corporate Governance Expert

TL;DR: Insider reported disposition due to contractually mandated merger conversion and disclosed source of previously unreported shares.

The reporting person is identified as Chief Financial Officer and filed as a single reporting person. The Form 4 notes that some shares were previously unreported and were acquired via the company ESPP and dividend reinvestment. The filing documents compliance with Section 16 reporting for shares converted/settled at the Effective Time; it does not indicate any unusual insider trading patterns beyond the merger-driven conversion and settlement mechanics.

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^*

Liles Cathy W

(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)
	CFO

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		1,440(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	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

Why did Cathy Liles report a disposition of 1,440 OPOF shares?

The disposition on 09/01/2025 reflects conversion/settlement of Old Point shares at the Effective Time of the Merger with TowneBank under the Merger Agreement.

What consideration did Old Point shareholders receive under the Merger Agreement?

Each outstanding Old Point common share was converted into the right to receive either $41.00 in cash per share or 1.14 TowneBank common shares, subject to allocation and proration.

Did any restricted Old Point shares vest as part of the merger?

Yes, the filing states that each restricted share fully vested at the Effective Time of the Merger.

How were fractional share holdings handled in the merger?

The filing states that all fractional share holdings were paid in cash.

What portion of the reported shares were recently acquired?

The filing notes that the reported shares include previously unreported shares acquired through the issuer's ESPP and exempt dividend reinvestment transactions.