Form 4: Director Sells All OPOF Shares Post-Merger with TowneBank

Old Point Financial Corp. director Rebekah Ellen Thacker disposed of all her beneficial ownership in OPOF common stock following the company's merger with TowneBank.

Summary

• Rebekah Ellen Thacker, a Director of Old Point Financial Corp. (OPOF), reported the disposal of all her beneficial ownership in OPOF common stock.
• The transactions occurred on September 1, 2025, and were a direct result of the Agreement and Plan of Merger between Old Point Financial Corporation and TowneBank, dated April 2, 2025.
• Ms. Thacker disposed of a total of 108,052 shares, comprising 30,333 shares held directly, 31 shares indirectly held by a custodian for a child, 800 shares indirectly held by a spouse's IRA, and 76,888 shares indirectly held by the Richard Clark Irrevocable Administrative Trust.
• Following these transactions, Ms. Thacker's beneficial ownership in Old Point common stock is 0 shares.
• At the effective time of the merger, each restricted share of Old Point common stock fully vested, and each outstanding share of Old Point common stock converted into the right to receive, at the holder's election, either $41.00 per share in cash or 1.14 shares of TowneBank common stock, subject to allocation and proration.
• On August 29, 2025, the last trading day before the merger's effective time, Old Point's common stock closed at $42.10 per share, and TowneBank's common stock closed at $36.69 per share.

Sentiment

Score: 7

Explanation: The filing reports a routine post-merger insider transaction, indicating the successful completion of a strategic event as planned, which is generally a neutral to slightly positive outcome for the involved parties.

Positives

• The successful completion of the merger between Old Point Financial Corp. and TowneBank, as evidenced by the director's share disposal.
• Old Point shareholders received value for their shares through either a cash payment of $41.00 per share or 1.14 shares of TowneBank common stock.

Negatives

• Old Point Financial Corp. ceases to exist as an independent publicly traded entity following the merger.

Future Outlook

The future outlook for Old Point Financial Corporation as an independent entity is no longer applicable, as it has been acquired by TowneBank. Former Old Point shareholders now hold either cash or shares of TowneBank common stock, and their future outlook is tied to TowneBank's performance.

Industry Context

This transaction reflects ongoing consolidation within the U.S. banking sector, where smaller regional banks are often acquired by larger institutions to achieve economies of scale, expand market reach, and enhance competitive positioning. Such mergers are a common strategic move to navigate regulatory pressures and evolving market dynamics.

Comparison to Industry Standards

• Not applicable as this filing reports an insider transaction following a merger, not operational or financial performance that can be directly compared to industry benchmarks or specific comparable companies/projects.

Stakeholder Impact

• Shareholders of Old Point Financial Corp. were impacted by the conversion of their shares into cash or TowneBank stock, concluding their investment in OPOF.
• The reporting director, Rebekah Ellen Thacker, no longer has direct or indirect beneficial ownership in Old Point Financial Corp. common stock.

Next Steps

• Former Old Point Financial Corp. shareholders will now hold either cash or TowneBank common stock, integrating into TowneBank's shareholder base.
• The reporting person, Rebekah Ellen Thacker, no longer holds beneficial ownership in Old Point Financial Corp. common stock.

Key Dates

Keywords

Old Point Financial Corp, OPOF, TowneBank, Merger, Acquisition, SEC Form 4, Insider Transaction, Director Stock Disposal, Banking Sector, Financial Services