SCHEDULE: PL Capital Exits Old Point Financial After Merger Completion

PL Capital Advisors and its managing members have divested their entire stake in Old Point Financial Corp following its acquisition by TowneBank for $41.00 per share in cash.

Summary

• PL Capital Advisors, Richard J. Lashley, and John W. Palmer (the Reporting Persons) no longer beneficially own any shares of Old Point Financial Corp (OLD POINT).
• This Schedule 13D Amendment No. 11 reports the completion of the merger between OLD POINT and TowneBank (Nasdaq: TOWN).
• The merger, which was announced on April 3, 2025, was completed on September 2, 2025.
• The Reporting Persons received $41.00 in cash per share for their holdings in OLD POINT.
• PL Capital Advisors had previously entered into a Support and Voting Agreement, committing to vote for the merger and elect 100% cash consideration, subject to proration.
• The Reporting Persons initially acquired OLD POINT shares believing they were undervalued.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger and a profitable exit for the reporting persons, indicating a positive outcome for their investment strategy. No negative surprises or risks are disclosed.

Positives

• Reporting Persons successfully exited their investment in Old Point Financial Corp at a fixed price of $41.00 per share.
• The merger provided a clear liquidity event for shareholders, including PL Capital Advisors' clients.
• PL Capital Advisors' strategy of investing in undervalued common stock culminated in a successful acquisition.

Future Outlook

The filing primarily reports a completed transaction and the exit of the reporting persons. It does not provide forward-looking statements or guidance for Old Point Financial Corp, which has been acquired, or for TowneBank, beyond the merger terms.

Industry Context

This merger reflects the ongoing consolidation trend within the regional banking sector, driven by factors such as economies of scale, increased regulatory burden, and the pursuit of expanded market share and operational efficiencies. The acquisition of Old Point Financial by TowneBank is consistent with larger banks acquiring smaller, often community-focused, institutions to grow their footprint.

Comparison to Industry Standards

• The $41.00 per share cash consideration, or 1.14 TowneBank shares, represents the final valuation of Old Point Financial Corp in the context of a strategic acquisition.
• Without specific financial metrics for Old Point Financial Corp (e.g., price-to-book, price-to-earnings multiples at the time of announcement), a direct comparison to industry benchmarks for bank acquisitions (e.g., recent deals like First Horizon/TD Bank, M&T Bank/People's United Financial) is not fully possible from this filing alone.
• However, the fixed cash component and stock exchange ratio are standard structures for such transactions, offering shareholders a choice or a blended consideration.

Related Party Transactions

• PL Capital Advisors' affiliates serve as general partners for various partnerships (e.g., Financial Edge Fund, L.P., PL Capital/Focused Fund, L.P.) managed and advised by PL Capital Advisors, and are entitled to an allocation of net profits from these partnerships.

Stakeholder Impact

• Shareholders (Old Point Financial Corp): Received $41.00 in cash or 1.14 TowneBank shares per share, providing a liquidity event and a premium for their holdings.
• Shareholders (TowneBank): The acquisition is expected to expand TowneBank's market presence and potentially enhance its financial performance through synergies.
• Employees (Old Point Financial Corp): While not explicitly stated, mergers typically involve integration plans that may affect employee roles and structures.
• Customers (Old Point Financial Corp): Will become customers of TowneBank, potentially gaining access to a broader range of services or a larger branch network.

Next Steps

• The Reporting Persons have completed their divestment and have no further interest in the issuer's securities.
• TowneBank will proceed with the integration of Old Point Financial Corp into its operations.

Key Dates

Keywords

Old Point Financial Corp, TowneBank, Merger, Acquisition, PL Capital Advisors, Schedule 13D, Bank Merger, Financial Services, Investment Exit, Shareholder Agreement