Form 4: Old Point CCO Disposes Shares Post-Merger with TowneBank

Old Point Financial Corp's CCO, Thomas L. Hotchkiss, disposed of all 8,907 common shares following the merger with TowneBank, receiving cash or TowneBank stock.

Summary

• Thomas L. Hotchkiss, CCO/EVP of Old Point Financial Corp, reported the disposition of 8,907 shares of Old Point common stock.
• The transaction occurred on September 1, 2025, as a direct result of the merger between Old Point Financial Corp and TowneBank.
• At the effective time of the merger, each outstanding share of Old Point common stock, including vested restricted shares, converted into the right to receive, at the holder's election, $41.00 per share in cash or 1.14 shares of TowneBank common stock, subject to allocation and proration procedures.
• The disposed shares included those previously acquired through Old Point's Employee Stock Purchase Plan (ESPP) and exempt dividend reinvestment transactions.
• Following this reported transaction, Mr. Hotchkiss holds 0 shares of Old Point common stock.

Sentiment

Score: 7

Explanation: The filing reports a routine insider transaction following a completed merger, indicating the successful execution of the merger agreement. For the reporting person, it represents the conversion of their equity in the acquired entity into the merger consideration.

Positives

• The merger provided Old Point shareholders, including insiders, with a defined exit strategy and a clear valuation for their equity.
• Restricted shares held by insiders, such as Mr. Hotchkiss, fully vested as part of the merger agreement, allowing for their conversion into the merger consideration.

Negatives

• The complete disposition of shares by a key executive signifies the cessation of their beneficial ownership in the acquired entity, which is a natural consequence of a merger.

Future Outlook

This filing primarily reports a past transaction related to a completed merger and does not provide forward-looking statements or guidance for the combined entity.

Industry Context

This filing reflects the ongoing consolidation trend within the regional banking sector, where smaller institutions like Old Point Financial Corp are acquired by larger regional players such as TowneBank to achieve scale, expand market reach, and enhance competitive positioning. Such mergers are common strategies for growth and efficiency in a competitive financial landscape.

Comparison to Industry Standards

• The merger consideration of $41.00 cash or 1.14 shares of TowneBank stock per Old Point share represents a specific valuation for Old Point. The $41.00 cash option was slightly below Old Point's closing price of $42.10 on August 29, 2025, suggesting the market had already priced in a higher value or the cash option was part of a blended consideration.
• The stock exchange ratio of 1.14 shares of TowneBank (valued at $36.69 per share on August 29, 2025) implies a stock consideration of approximately $41.83 per Old Point share. This blended option structure is common in bank mergers to offer flexibility to shareholders while managing the acquirer's capital structure.

Stakeholder Impact

• Shareholders of Old Point Financial Corp received cash or TowneBank common stock in exchange for their Old Point shares, realizing value from the merger.
• Employees of Old Point, including Mr. Hotchkiss, saw their restricted shares fully vest as part of the merger agreement, providing a liquidity event.

Next Steps

• For former Old Point shareholders, the next steps involve managing their new TowneBank shares or cash proceeds received from the merger.

Key Dates

Keywords

Old Point Financial Corp, OPOF, TowneBank, Merger, Acquisition, Form 4, Insider Trading, Stock Disposition, Thomas L. Hotchkiss, CCO, EVP, Financial Services, Banking