OLD POINT FINANCIAL CORP: M&A transaction — Old Point Financial completes merger with TowneBank; shares converted to $41 cash or 1.14 TowneBank shares

OLD POINT FINANCIAL CORP

Merger completed on September 1, 2025; Old Point merged into TowneBank, which survives.
Shareholders received $41.00 cash or 1.14 TowneBank shares per share; after proration, 40% cash, 60% stock.
Elections: 28.3% elected cash, 60.7% elected stock, 10.9% made no election.
Old Point common stock delisted from Nasdaq; all directors and officers resigned effective immediately.
Old Point ceases to exist as a separate legal entity; reporting obligations terminated.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

OLD POINT FINANCIAL CORP: Articles of Incorporation and Bylaws ceased to be in effect due to merger.

Change: bylaw amendment

Exact text from the filing

the Articles of Incorporation and the Bylaws of Old Point ceased to be in effect by operation of law.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

OLD POINT FINANCIAL CORP underwent a change of control involving TowneBank for $41.00 per share in cash or 1.14 shares of TowneBank common stock per share (closed 2025-09-01).

Action: change of control
Counterparty: TowneBank
Consideration: $41.00 per share in cash or 1.14 shares of TowneBank common stock per share
Closing: 2025-09-01

Exact text from the filing

to receive, at the election of the holder of such share of Old Point common stock, and subject to the proration and allocation procedures set forth in the Merger Agreement: · $41.00 per share in cash (the “Cash Consideration”); or · 1.14 shares of common stock, par value $1.667 per share, of TowneBank (the “Stock Consideration” and together with the Cash

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Source: SEC EDGAR

accession 0001104659-25-086430

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