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

Old Point Financial Director Elizabeth S. Wash disposed of all 14,679 common shares following the company's merger with TowneBank on September 1, 2025.

Summary

• Elizabeth S. Wash, a Director of Old Point Financial Corp., reported the disposition of 14,679 shares of common stock.
• The transaction occurred on September 1, 2025, as a direct result of the merger between Old Point Financial Corp. and TowneBank.
• Following the transaction, Ms. Wash beneficially owns 0 shares of Old Point Financial Corp. common stock.
• The disposed shares included previously unreported shares acquired through exempt dividend reinvestment transactions.
• Under the merger agreement dated April 2, 2025, Old Point shareholders could elect to receive $41.00 in cash or 1.14 shares of TowneBank common stock per Old Point share, 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: This Form 4 reports a routine insider transaction resulting from a completed merger. It reflects the finalization of a strategic event for Old Point Financial Corp. and its shareholders, offering a defined exit value. The transaction itself is expected and does not indicate new positive or negative developments beyond the merger's completion.

Positives

• The merger agreement provided Old Point shareholders with a choice of cash or TowneBank stock, offering flexibility in their investment outcome.
• Restricted shares of Old Point common stock fully vested at the effective time of the merger, benefiting holders of such shares.

Negatives

• The reporting person no longer holds shares in Old Point Financial Corp., signifying the company's cessation as an independent entity following the merger.

Future Outlook

This Form 4 primarily reports a past transaction related to a completed merger. It does not contain forward-looking statements or guidance for Old Point Financial Corp. as an independent entity, as the company has merged into TowneBank.

Industry Context

The banking industry frequently experiences consolidation through mergers and acquisitions, driven by factors such as economies of scale, market expansion, and competitive pressures. This merger between Old Point Financial Corp. and TowneBank is consistent with this trend, aiming to create a larger, potentially more competitive regional banking entity.

Comparison to Industry Standards

• The merger consideration, offering shareholders a choice between $41.00 cash or 1.14 shares of TowneBank stock per Old Point share, is a common structure in financial institution mergers, providing flexibility to shareholders.
• The closing price of Old Point's common stock at $42.10 per share on August 29, 2025, compared to the $41.00 cash offer, suggests the market was pricing in a slight premium or anticipating the value of the stock option.

Management Changes

Stakeholder Impact

• Shareholders: Old Point shareholders received cash or TowneBank stock, concluding their investment in OPOF. TowneBank shareholders now own a larger, combined entity.
• Employees: The merger likely led to integration and potential restructuring, impacting employees of both entities.
• Customers: Customers of Old Point National Bank are now part of TowneBank, potentially experiencing changes in services or branch access.

Next Steps

• Old Point Financial Corp. will cease to exist as an independent publicly traded entity.
• Former Old Point shareholders now hold either cash or TowneBank common stock, and their future investment performance will be tied to TowneBank.

Key Dates

Keywords

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