Old Point Form 4: Insider Ownership Falls to Zero After TowneBank Merger

Rhea-AI Filing Summary

Insider transaction and merger conversion. Joseph R. Witt, a director and officer of Old Point Financial Corp (OPOF), reported on Form 4 that on 09/01/2025 he disposed of 22,801 shares of Old Point common stock. The filing states these shares include previously unreported shares acquired through the issuer's ESPP. Under the Merger Agreement dated April 2, 2025, each outstanding Old Point share converted at the effective time into the holder's choice of $41.00 cash or 1.14 shares of TowneBank common stock, subject to allocation and proration; fractional shares were paid in cash. The filing shows 0 shares beneficially owned by Mr. Witt following the reported transaction.

Positive

• Disclosure of previously unreported ESPP shares provides transparency about insider acquisitions.
• Clear reporting of merger conversion terms (choice of $41.00 cash or 1.14 TowneBank shares) clarifies consideration received for Old Point shares.

Negative

• Reporting person holds 0 Old Point shares following the transaction, eliminating direct insider ownership in legacy Old Point common stock.
• Form indicates prior unreported ESPP shares, which required subsequent disclosure.

Insights

Corporate Governance Expert

TL;DR: Insider disposed of all reported Old Point shares due to the merger conversion; transaction is procedural but material to ownership disclosure.

The reported disposal of 22,801 Old Point shares by a director/officer is a direct consequence of the merger terms converting Old Point common stock into cash or TowneBank shares. This Form 4 documents both an administrative outcome of a completed merger and a previously unreported ESPP acquisition now disclosed. For governance and compliance, the filing appropriately captures vesting of restricted shares at the effective time and the post-transaction beneficial ownership of zero shares, which is important for transparency regarding insider holdings after combination transactions.

M&A Specialist

TL;DR: Transaction reflects Merger Agreement mechanics—conversion choice between $41.00 cash or 1.14 TowneBank shares; material for equity structure.

The details confirm the merger consideration: $41.00 per Old Point share or 1.14 TowneBank shares, with proration and cash payment for fractional shares. The inclusion of closing prices on August 29, 2025 ($42.10 for Old Point; $36.69 for TowneBank) provides context for the relative market values immediately before the effective time. While the Form 4 is an insider ownership disclosure rather than a strategic update, it documents a material ownership change stemming from the completed merger and clarifies the insider's post-transaction stake.

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^*

WITT JOSEPH R

(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
X	Officer (give title below)		Other (specify below)
	Presidet/Financial Svcs. CSO

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		22,801(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.

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 the Form 4 filed for OPOF report?

The Form 4 reported that Joseph R. Witt disposed of 22,801 Old Point (OPOF) shares on 09/01/2025 and now beneficially owns 0 shares.

Why were the Old Point shares disposed of on 09/01/2025?

The disposition resulted from the Merger Agreement converting Old Point shares at the effective time into $41.00 per share in cash or 1.14 TowneBank shares, per the filing.

Did the filing disclose any previously unreported acquisitions?

Yes. The filing states the reported shares include previously unreported shares acquired through the issuer's ESPP.

What were the reference market prices noted in the filing?

On August 29, 2025, the last trading day before the merger effective time, Old Point closed at $42.10 and TowneBank closed at $36.69, per the filing.

How were fractional shares handled under the merger?

All fractional share holdings were paid in cash.