[SCHEDULE 13D/A] Old Point Financial Corp SEC Filing

Rhea-AI Filing Summary

PL Capital Advisors and its managing members report they no longer own any Old Point Financial Corp common stock after the completion of a merger with TowneBank. The filing states TowneBank acquired Old Point for a mix of $41.00 per share in cash and/or TowneBank shares at a fixed exchange ratio of 1.14 TowneBank shares per Old Point share. PL Capital had signed a Support and Voting Agreement and elected 100% cash for its consideration; on September 2, 2025 the merger closed and the Reporting Persons received $41.00 in cash per share held.

Positive

• Merger completed: TowneBank acquisition of Old Point closed on September 2, 2025.
• Cash consideration received: Reporting persons received $41.00 per share upon closing.
• Support agreement honored: PL Capital executed a Support and Voting Agreement and elected 100% cash consideration.

Negative

• None.

Insights

Financial Analyst

TL;DR: Reporting persons exited Old Point via a completed merger, receiving $41.00 cash per share; transaction is material to holders.

The Schedule 13D/A discloses PL Capital Advisors and its principals no longer hold any Old Point shares because TowneBank completed a purchase of Old Point on September 2, 2025. The merger consideration included a cash option of $41.00 per share and/or TowneBank stock at a 1.14 exchange ratio; PL Capital elected cash and received $41.00 per share. The filing reiterates the prior Support and Voting Agreement and confirms disposition of all beneficial ownership. For investors, the filing documents a definitive liquidity event and removal of an activist/large shareholder position.

Corporate Governance Expert

TL;DR: The reporting group executed a support agreement and fully realized cash value on exit, resolving prior ownership and voting arrangements.

The filing confirms PL Capital Advisors entered into a Support and Voting Agreement supporting the merger and elected cash consideration subject to proration mechanics in the merger agreement. With the close on September 2, 2025, the reporting persons surrendered all voting and dispositive power and received $41.00 per share. The amendment documents the conclusion of prior engagement with Old Point and removes any ongoing governance influence from these reporting persons.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

OLD POINT FINANCIAL CORP

(Name of Issuer)

Common Stock, $5.00 par value

(Title of Class of Securities)

680194107

(CUSIP Number)

John W. Palmer
PL Capital Advisors, LLC, 750 Eleventh Street South, Suite 202
Naples, FL, 34102
239.777.0187

Copy to: Peter D. Fetzer
Foley & Lardner LLP, 777 East Wisconsin Avenue, Suite 3800
Milwaukee, WI, 53202
414.297.5596

Copy to: Philip M. Goldberg
Foley & Lardner LLP, 321 North Clark Street
Chicago, IL, 60654
312.832.4549

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/03/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 680194107

1

Name of reporting person

PL Capital Advisors, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP No. 680194107

1

Name of reporting person

LASHLEY RICHARD J

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 680194107

1

Name of reporting person

PALMER JOHN W

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $5.00 par value
(b)	Name of Issuer: OLD POINT FINANCIAL CORP
(c)	Address of Issuer's Principal Executive Offices: 101 East Queen Street, Hampton, VIRGINIA , 23669.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed jointly by (collectively, the "Reporting Persons"): (1) PL Capital Advisors, LLC, a Delaware limited liability company and Securities and Exchange Commission (the "SEC") registered investment adviser under the Investment Advisers Act of 1940 ("PL Capital Advisors"); (2) Richard J. Lashley, a managing member of PL Capital Advisors; and (3) John W. Palmer, a managing member of PL Capital Advisors. The Joint Filing agreement of the Reporting Persons is attached as Exhibit 1 to Amendment No. 1 to the Schedule 13D, as filed with the SEC on December 31, 2015.
(b)	The principal business address of the Reporting Persons is 750 Eleventh Street South, Suite 202, Naples, FL 34102.
(c)	The principal business of PL Capital Advisors is to serve as an investment manager or adviser to various investment partnerships, funds and managed accounts (collectively, the "Clients"). The principal occupation of Messrs. Lashley and Palmer is investment management through their ownership and control over the affairs of PL Capital Advisors. PL Capital Advisors has full discretionary voting and dispositive power over the Common Stock held on behalf of the Clients, which is deemed shared with the two Managing Members of PL Capital Advisors. The Clients do not have the right to obtain voting or dispositive power over any of the shares of Common Stock within sixty days, and are therefore not deemed to beneficially own the shares of Common Stock, pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended.
(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f)	Mr. Lashley and Mr. Palmer are both citizens of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Persons no longer have voting and dispositive power over any shares of Common Stock of the Company. From time to time, the Reporting Persons may have purchased or held Common Stock on margin provided by Goldman Sachs & Co. on such firm's usual terms and conditions. All or part of the shares of Common Stock previously owned by the Clients may from time to time have been pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to the Clients. Such loans, if any, generally bore interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may have been refinanced with other banks or broker-dealers.
Item 4.	Purpose of Transaction
	This is the PL Capital Group's eleventh amendment to its initial Schedule 13D filing. The Reporting Persons no longer own any shares of Common Stock. The Reporting Persons had previously acquired the Common Stock because they believed the Common Stock was undervalued at the time of purchase. On April 3, 2025, the Company announced the signing of a definitive agreement and plan of merger pursuant to which TowneBank (Nasdaq: TOWN) will acquire the Company for a combination of $41.00 in cash and/or shares of common stock of TowneBank at a fixed exchange ratio of 1.14 TowneBank share for every 1.00 share of the Company. As part of the transaction, PL Capital Advisors entered into a support and voting agreement with TowneBank and the Company (the "Support Agreement") pursuant to which PL Capital Advisors agreed to among other things: (1) Not sell or transfer any of the Common Stock beneficially owned by PL Capital Advisors until the earliest of (a) the close of the merger, or (b) the termination of the merger agreement; (2) Vote all of the shares of Common Stock beneficially owned by PL Capital Advisors for the merger agreement; and (3) Elect 100% cash for its merger consideration selection (subject to proration if the total amount of stock and cash elections made by shareholders in the aggregate would result in more than 50% of the merger consideration to be paid in cash, in accordance with the terms of the merger agreement). A copy of the Support Agreement was attached as Exhibit 5 to Amendment No. 10, previously filed. On September 2, 2025 the plan of merger between TOWN and the Company was completed. The Reporting Persons received $41.00 in cash per share for each share of Common Stock held.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Persons no longer own any shares of Common Stock.
(b)	The Reporting Persons no longer own any shares of Common Stock.
(c)	On September 2, 2025, the acquisition of the Company by TOWN was completed. The Reporting Persons received $41.00 in cash per share of Common Stock held.
(d)	The Reporting Persons no longer own any shares of Common Stock.
(e)	September 2, 2025
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	As discussed above, on April 3, 2025, the Company announced the signing of a definitive agreement and plan of merger pursuant to which TowneBank (Nasdaq: TOWN) will acquire the Company for a combination of $41.00 in cash and/or shares of common stock of TowneBank at a fixed exchange ratio of 1.14 TowneBank share for every 1.00 share of the Company. As part of the transaction, PL Capital Advisors entered into the above-referenced Support Agreement. See the discussion above for more detail. PL Capital Advisors is the investment manager on behalf of the Clients. Each of the Clients has granted to PL Capital Advisors the sole and exclusive authority to vote and dispose of the shares of Common Stock held on their behalf pursuant to a management agreement. PL Capital Advisors is entitled to a fee for managing and advising these Clients, generally based upon a percentage of the Clients' capital. Affiliates of PL Capital Advisors, including PL Capital, LLC and Goodbody/PL Capital LLC, serve as the general partner of various partnerships managed and advised by PL Capital Advisors, including Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P., PL Capital/Focused Fund, L.P., PL Capital Plus Fund, L.P., and Goodbody/PL Capital, L.P., each a Delaware limited partnership. For serving as the general partner of these partnerships, PL Capital Advisors' affiliates are entitled to an allocation of a portion of net profits, if any, generated by the partnerships. Other than the foregoing arrangements and relationships and the Joint Filing Agreement filed as Exhibit 1 to Amendment No. 1 to this Schedule 13D, as filed with the SEC on December 31, 2015, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company. On September 2, 2025 the plan of merger between TOWN and the Company was completed. The Reporting Persons received $41.00 in cash per share of Common Stock held.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Joint Filing Agreement (previously filed). Exhibit 2: Nomination Letter from Richard Lashley to Old Point Financial Corporation dated December 30, 2015 (previously filed). Exhibit 3: Settlement Agreement dated March 16, 2016 (previously filed). Exhibit 4: Amendment to Settlement Agreement dated August 12, 2021 (previously filed). Exhibit 5: Support and Voting Agreement (previously filed).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PL Capital Advisors, LLC

Signature:	/s/ John W. Palmer
Name/Title:	Managing Member
Date:	09/03/2025

Signature:	/s/ Richard J. Lashley
Name/Title:	Managing Member
Date:	09/03/2025

LASHLEY RICHARD J

Signature:	/s/ Richard J. Lashley
Name/Title:	Richard J. Lashley
Date:	09/03/2025

PALMER JOHN W

Signature:	/s/ John W. Palmer
Name/Title:	John W. Palmer
Date:	09/03/2025

FAQ

What did PL Capital Advisors receive for Old Point (OPOF) shares?

The Reporting Persons received $41.00 in cash per share upon the closing of the merger.

When was the Old Point Financial Corp merger with TowneBank completed?

The filing states the plan of merger was completed on September 2, 2025.

What were the consideration options in the TowneBank acquisition of OPOF?

Merger consideration was a combination of $41.00 cash and/or TowneBank common stock at a fixed exchange ratio of 1.14 TowneBank shares per 1.00 Old Point share.

Did PL Capital Advisors keep any Old Point shares after the merger?

No. The Reporting Persons no longer own any shares of Old Point common stock after the transaction.

Did PL Capital Advisors commit to support the merger?

Yes. PL Capital entered into a Support and Voting Agreement and agreed to vote shares in favor of the merger and to elect cash consideration.