Old Point shares converted to $41 cash or 1.14 TowneBank shares in merger

Rhea-AI Filing Summary

William F. Keefe, a director of Old Point Financial Corporation (OPOF), reported a disposal of 11,543.8314 shares of Old Point common stock on 09/01/2025, leaving him with 0 shares beneficially owned after the transaction. The filing states this change resulted from the merger agreement dated April 2, 2025, under which, at the Effective Time, 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 rules.

The form notes market context: on August 29, 2025 (the last trading day before the merger Effective Time), Old Point closed at $42.10 per share and TowneBank closed at $36.69 per share, and fractional share holdings were paid in cash. The Form 4 was signed by Cathy Liles, Attorney-in-Fact, on 09/03/2025.

Positive

• Clear disclosure of the merger conversion terms (either $41.00 cash or 1.14 TowneBank shares)
• Quantified market context with closing prices for Old Point ($42.10) and TowneBank ($36.69) on August 29, 2025

Negative

• Director no longer holds Old Point common stock after the transaction (reported beneficial ownership = 0)

Insights

Corporate Governance Expert

TL;DR: Director ownership was fully eliminated due to the merger conversion; this is a routine merger-related reporting event.

The filing documents a director, William F. Keefe, disposing of 11,543.8314 Old Point shares resulting in zero post-transaction ownership because outstanding shares converted at the merger Effective Time under the Merger Agreement. This is a compliance disclosure reflecting the mechanics of the deal rather than an opportunistic sale; the conversion election options (cash or TowneBank shares) and proration procedures govern outcomes. The filing also provides closing prices on the last trading day before the Effective Time and confirms cash payment for fractional shares.

M&A Specialist

TL;DR: This Form 4 reflects merger consideration distribution: shareholders received $41.00 cash or 1.14 TowneBank shares, causing director's Old Point holdings to be extinguished.

The explanatory notes tie the reported disposition directly to the Agreement and Plan of Merger dated April 2, 2025. The specified conversion ratio and cash alternative are material deal terms disclosed here; inclusion of closing prices for the trading day before the Effective Time and the cash treatment of fractional shares clarifies economic equivalence and payout mechanics for affected holders. The disclosure is transactional and material to holders of Old Point equity.

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^*

KEEFE WILLIAM F

(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		11,543.8314	D	(1)(2)	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. (1) 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.

2. (2) 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.

	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.
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FAQ

What change did William F. Keefe report on the Form 4 for OPOF?

The Form 4 reports a disposal of 11,543.8314 Old Point shares on 09/01/2025, leaving 0 shares beneficially owned.

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

The shares were converted at the Effective Time under the Agreement and Plan of Merger, which provided each Old Point share became either $41.00 cash or 1.14 TowneBank shares per holder election.

What were the relevant stock prices mentioned in the Form 4?

The filing states the closing price on August 29, 2025: Old Point $42.10 per share and TowneBank $36.69 per share.

How were fractional share holdings handled in the merger?

The Form 4 states that all fractional share holdings were paid in cash.

Who signed the Form 4 and when?

The Form 4 was signed by Cathy Liles, Attorney-in-Fact on 09/03/2025.