[Form 4] Old Point Financial Corp Insider Trading Activity

Rhea-AI Filing Summary

Stephen Conway Adams, a director of Old Point Financial Corp. (OPOF), reported dispositions on 09/01/2025 that reduced his beneficial ownership to 0 shares. The filing shows two reported non-derivative dispositions: 17,373 shares disposed and 222 shares disposed indirectly (held in Nancy B Adams SEP-IRA). The transactions are explained as occurring pursuant to the Merger Agreement dated April 2, 2025, under which each Old Point share converted into the right to receive either $41.00 per share in cash or 1.14 shares of TowneBank common stock, with proration and cash payment for fractional shares. The filing notes previously unreported shares received through exempt dividend reinvestment transactions and provides market closing prices on August 29, 2025 for context.

Positive

• Disposition tied to a merger (transactions occurred pursuant to the Agreement and Plan of Merger), indicating an orderly corporate process
• Clear conversion terms disclosed: $41.00 per share cash or 1.14 TowneBank shares, with fractional shares paid in cash

Negative

• Reporting person no longer holds Old Point common stock (beneficial ownership reported as 0 shares)
• Previously unreported shares were included from exempt dividend reinvestment transactions (indicates prior omission)

Insights

Financial Analyst

TL;DR: Director sold all Old Point shares as part of the TowneBank merger exchange, leaving no direct holdings.

The director's reported dispositions are tied to the merger mechanics, not open-market trades, and reflect conversion of Old Point shares into the merger consideration of $41.00 cash or 1.14 TowneBank shares. For investors, this is a routine disclosure of ownership termination following a corporate transaction rather than an independent signal about company fundamentals. The filing also documents small previously unreported dividend reinvestment shares.

Corporate Governance Expert

TL;DR: Insider ownership terminated by merger; disclosure aligns with Section 16 reporting requirements.

This Form 4 documents that a director's restricted shares fully vested and were converted under the Merger Agreement, resulting in zero continuing beneficial ownership of Old Point common stock. The filing appropriately lists direct and indirect holdings and cites the merger conversion terms and proration rules. This is a procedural governance disclosure tied to the corporate 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^*

ADAMS STEPHEN CONWAY

(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		17,373(1)	D	(2)(3)	0	D
Common Stock	09/01/2025		D		222	D	(2)(3)	0	I	Nancy B Adams, SEP-IRA

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).
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 transactions did OPOF director Stephen Conway Adams report on Form 4?

He reported dispositions on 09/01/2025 of 17,373 directly held shares and 222 indirectly held shares (Nancy B Adams SEP-IRA), resulting in 0 beneficially owned OPOF shares.

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

The dispositions occurred pursuant to the Agreement and Plan of Merger (April 2, 2025), under which Old Point shares converted into merger consideration.

What merger consideration was provided for each Old Point share?

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

Did the Form 4 disclose any previously unreported activity?

Yes. The filing states it includes previously unreported shares acquired through exempt dividend reinvestment transactions.

What market prices were noted in the filing for context?

The filing cites closing prices on August 29, 2025: Old Point common stock at $42.10 and TowneBank common stock at $36.69.