Old Point Finl SEC Filings

Old Point Financial Corporation disclosed items relating to a completed transaction and corporate changes. The filing references an Agreement and Plan of Merger dated April 2, 2025, among TowneBank, Old Point Financial Corporation and The Old Point National Bank of Phoebus, and states the merger consideration options of $41.00 per share in cash or 1.14 shares of TowneBank common stock. The report lists related Form 8-K items including completion of an acquisition or disposition of assets, notice of delisting or failure to satisfy continued listing standards, material modification to rights of security holders, changes in control, departures or elections of certain officers or directors, amendments to charter/bylaws or change in fiscal year, and financial statements and exhibits. Exhibit 2.1 (the merger agreement) is incorporated by reference. The signature block shows TowneBank as successor to Old Point and names William B. Littreal as Senior Executive Vice President and Chief Financial Officer.

Old Point Financial Corp (OPOF) submitted a Form 25 notification to remove a class of its securities from listing and/or registration on the Nasdaq Stock Market LLC. The filing identifies the issuer's principal office at 1 West Mellen St., Hampton, Virginia, and cites rule provisions of 17 CFR 240.12d2-2(a)(1)-(4). The document states the Exchange certified compliance with 17 CFR 240.12d2-2(b) and that the issuer complied with 17 CFR 240.12d-2(c) governing voluntary withdrawal. The filing contains no signature date or executing person information in the provided content.

Fourthstone entities and L. Phillip Stone IV filed a Schedule 13G for Old Point Financial Corp disclosing no beneficial ownership. The filing identifies multiple related reporting persons—an investment adviser, several Fourthstone funds and general partner entities—and states that each holds 0 shares (0.00%) of the company's common stock. The reporting persons expressly certify the securities were not acquired and are not held to influence control of the issuer and are held in the ordinary course of business.

The filing records that ownership thresholds above 5% do not apply and related items about group formation, subsidiary acquisition and dissolution are marked not applicable. In short, this Schedule 13G amendment formally reports that the listed Fourthstone parties do not currently hold a stake in Old Point Financial.

Old Point Financial Corporation (OPOF) reported mixed second-quarter results with a pending merger agreement and modest balance sheet shifts. Total assets were $1.40 billion, down from $1.45 billion, while total deposits fell to $1.209 billion from $1.255 billion. Net income for the quarter was $1.242 million ($0.24 per share), down from $2.529 million ($0.50 per share) a year earlier; six-month net income was $3.4 million versus $4.246 million last year. Net interest income remained broadly stable at $12.179 million for the quarter. The provision for credit losses rose to $1.185 million for the six months versus $341 thousand a year earlier, and the allowance for credit losses on loans totaled $11.941 million. Stockholders' equity increased to $118.136 million and accumulated other comprehensive loss narrowed by $1.973 million year-to-date. The company disclosed a shareholder-approved merger agreement with TowneBank offering $41.00 cash or 1.14 TowneBank shares per Old Point share (subject to proration and regulatory approvals).

Old Point Financial Corporation (OPOF) filed a Form 8-K/DEFA14A to provide supplemental disclosures related to its pending merger with TowneBank. Two shareholder suits and several demand letters allege the original proxy statement omitted material information, violating Sections 14(a) and 20(a) of the Exchange Act. While the companies believe the claims are meritless, they opted to amend the proxy to avoid potential delays, costs and injunction risk.

Key additions include:

• Insertion of a new risk factor highlighting ongoing and potential litigation that could delay or block the transaction and increase indemnification and defense costs.
• Clarification that 13 institutions were contacted during the sale process; 12 entered confidentiality agreements without stand-still clauses, including TowneBank on 13-Jan-2025.
• Expanded valuation detail from KBW’s fairness opinion: for TowneBank comparable companies, price-to-TBV ranged 52%-276% and P/E (LTM) 10.7x-19.4x; for Old Point comparables, price-to-TBV 70%-186% and P/E (LTM) 5.7x-28.2x.
• Additional metrics on 25 selected bank M&A deals, including price-to-TBV 74%-192% and core deposit premiums (4.1%)-13.4%.
• Updated pro-forma impact: merger expected to be EPS-accretive to TowneBank by 8.3% (2026) and 10.1% (2027) but dilutive to tangible book value by 6.0% at closing (assumed 31-Dec-2025).

The companies expressly deny wrongdoing and state the new information is not legally required. Nonetheless, by enhancing transparency they aim to expedite shareholder approval and regulatory clearance.