Filed Pursuant to Rule 424(b)(3)​

 Registration Statement No. 333-222356​

PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT

Dear Stockholder of Citizens National Bank:

Citizens National Bank (“Citizens National”) has entered into an agreement and plan of reorganization, or merger agreement, with Old Point Financial Corporation (“Old Point”) and its wholly-owned subsidiary, The Old Point National Bank of Phoebus (“Old Point National Bank”), that provides for the merger of Citizens National with and into Old Point National Bank. Old Point National Bank will be the surviving bank in the merger. We are sending you this document to ask you, as a Citizens National stockholder, to approve the merger agreement.

In the merger, each share of Citizens National common stock (except for certain excluded shares) will be converted into the right to receive (i) 0.1041 shares of Old Point common stock and (ii) $2.19 in cash, with cash paid in lieu of any fractional shares of Old Point common stock. The merger consideration, including the conversion ratio, is fixed and will not be adjusted to reflect any stock price fluctuations prior to completion of the merger. Therefore, at the time of the special meeting Citizens National stockholders will not know the exact market value of the merger consideration to be paid by Old Point when the merger is completed. Based on a volume-weighted average price of  $31.48 for Old Point common stock for the three trading days ended October 27, 2017, the last trading day prior to public announcement of the merger, the merger consideration represented approximately $5.47 in value for each share of Citizens National common stock, or $7.9 million on an aggregate basis. The most recent reported closing sale price for Old Point common stock on January 29, 2018 was $29.33; based on this closing sale price, the merger consideration represents approximately $5.24 in value for each share of Citizens National common stock, or $7.6 million on an aggregate basis. The most recent reported sale price for Citizens National common stock on January 24, 2018 was $5.10. Based on the 0.1041 conversion ratio and the number of shares of Citizens National common stock outstanding as of January 29, 2018, the estimated maximum number of shares of Old Point common stock issuable in the merger is 149,979. You are urged to obtain current market quotations for shares of Old Point common stock, which is listed on the NASDAQ Capital Market (trading symbol “OPOF”), and shares of Citizens National common stock (trading symbol “CNBV”), which is quoted on the OTC Markets Group’s Pink marketplace.

Citizens National is holding a special meeting of its stockholders to obtain approval of the merger agreement and related matters as described in the accompanying proxy statement/prospectus. Approval of the merger agreement requires the affirmative vote of at least two-thirds of the outstanding shares of Citizens National common stock. Your vote is very important!

The Citizens National board of directors unanimously determined that the merger is fair to and in the best interests of Citizens National and its stockholders and unanimously approved and adopted the merger agreement. The Citizens National board of directors unanimously recommends that you vote “FOR” approval of the merger agreement.

It is important that your shares are represented at the special meeting, whether or not you plan to attend the special meeting. Abstentions and failures to vote will have the same effect as votes against the merger proposal. Please take the time to vote by completing, signing, dating and returning the enclosed proxy card or vote by accessing the Internet site or calling the telephone number listed on your proxy card.

This proxy statement/prospectus describes the Citizens National special meeting, the merger, the documents related to the merger, and other related matters. Please carefully read this proxy statement/prospectus, including the information in the “Risk Factors” section beginning on page 20.

Thank you for your support.

Jeffrey H. Noblin
President and Chief Executive Officer
Citizens National Bank

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities to be issued under this proxy statement/prospectus, or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares of Old Point common stock to be issued in the merger are not savings or deposit accounts or other obligations of any bank or savings association, and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This proxy statement/prospectus is dated January 30, 2018 and is first being mailed to stockholders of Citizens National on or about February 5, 2018.

CITIZENS NATIONAL BANK

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on March 13, 2018

Notice is hereby given that on March 13, 2018, Citizens National Bank, Windsor, Virginia (“Citizens National”), will hold a special meeting of stockholders at 4:00 p.m., local time, at Citizens National’s main office located at 11407 Windsor Boulevard, Windsor, Virginia 23487 to consider and vote on the following matters:

(1)

a proposal to approve the Agreement and Plan of Reorganization, dated as of October 27, 2017, by and among Old Point Financial Corporation, The Old Point National Bank of Phoebus, Hampton, Virginia, and Citizens National, as such agreement may be amended from time to time (the “merger proposal”);

​

(2)

a proposal granting the Citizens National board of directors the right to adjourn, postpone or continue the special meeting, on one or more occasions, if necessary or appropriate, to solicit additional proxies, in the event there are not sufficient votes at the time of the special meeting to approve the merger proposal (the “adjournment proposal”); and

​

(3)

to transact such other business as may properly come before the special meeting or any adjournment, postponement or continuance of the special meeting.

​

The Citizens National board of directors has fixed the close of business on January 12, 2018 as the record date for the special meeting. Only Citizens National stockholders of record at that time are entitled to notice of, and to vote at, the special meeting or any adjournment, postponement or continuance of the special meeting. Approval of the merger agreement requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of Citizens National common stock entitled to vote at the special meeting.

You are entitled to dissent to the merger and receive payment for your shares under 12 U.S.C. § 215a. Any stockholder who wishes to exercise dissenters’ appraisal rights must strictly comply with the procedures set forth in 12 U.S.C. § 215a, a copy of which is included as Appendix D to the proxy statement/prospectus. A description of these procedures is included in the section entitled “The Merger — Dissenters’ Appraisal Rights” in the accompanying proxy statement/prospectus.

The Citizens National board of directors unanimously recommends that you vote “FOR” the merger proposal and “FOR” the adjournment proposal.

Please promptly vote by completing, signing, dating and returning the enclosed proxy card or by accessing the Internet site or calling the telephone number listed on your proxy card, whether or not you plan to attend the special meeting. If you attend the meeting in person, you may revoke your proxy card or prior vote and vote your shares in person.

By Order of the Board of Directors,

Jeffrey H. Noblin
President and Chief Executive Officer
Citizens National Bank

January 30, 2018

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about Old Point from documents that are not included in or delivered with this proxy statement/prospectus. For a listing of documents incorporated by reference, see “Where You Can Find More Information” on page 90.

You can obtain documents incorporated by reference in this proxy statement/prospectus free of charge through the Securities and Exchange Commission (“SEC”) website (http://www.sec.gov), through the Old Point website (www.oldpoint.com), or by requesting them in writing or by telephone from Old Point at the following address or phone number, respectively:

Investor Relations
Old Point Financial Corporation
1 West Mellen Street
Hampton, Virginia 23663
(757) 728-1428

You will not be charged for any of these documents that you request. Stockholders of Citizens National requesting documents should do so by March 6, 2018 in order to receive them before the special meeting.

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/​prospectus is dated January 30, 2018, and you should assume that the information in this proxy statement/​prospectus is accurate only as of such date. You should assume that the information incorporated into this proxy statement/prospectus by reference to another document is accurate only as of the date of such other document. Neither the mailing of this proxy statement/prospectus to Citizens National stockholders nor the issuance by Old Point of shares of Old Point common stock in connection with the merger will create any implication to the contrary.

Information on the websites of Old Point (or any of its subsidiaries) or Citizens National is not a part of this proxy statement/prospectus. You should not rely on that information in deciding how to vote.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this proxy statement/prospectus regarding Citizens National has been provided by Citizens National and information contained in this proxy statement/prospectus regarding Old Point has been provided by Old Point.

See “Where You Can Find More Information” on page 90.

In this proxy statement/prospectus, unless the context requires otherwise or unless otherwise noted:

•

all references to “Old Point” are to Old Point Financial Corporation;

​

•

all references to “Old Point National Bank” are to The Old Point National Bank of Phoebus, Hampton, Virginia;

​

•

all references to “Old Point Trust” are to Old Point Trust & Financial Services, N.A.;

​

•

all references to “Citizens National” are to Citizens National Bank, Windsor, Virginia;

​

•

all references to the “merger” are to the merger of Citizens National with and into Old Point National Bank, with Old Point National Bank being the surviving bank in the merger;

​

•

all references to the “merger agreement” are to the Agreement and Plan of Reorganization, dated as of October 27, 2017, by and among Old Point, Old Point National Bank and Citizens National, a copy of which is attached as Appendix A to this proxy statement/prospectus;

​

•

all references to the “Citizens National special meeting” and the “special meeting” are to the special meeting of Citizens National stockholders;

​

•

all references to the “merger proposal” are to Citizens National’s proposal to approve the merger agreement; and

​

•

all references to the “adjournment proposal” are to Citizens National’s proposal to adjourn the special meeting, if necessary or appropriate, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to approve the merger proposal.

​

TABLE OF CONTENTS

i

ii

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers briefly address some commonly asked questions about the merger and the special meeting. They may not include all of the information that is important to Citizens National stockholders. We urge stockholders to read carefully this proxy statement/prospectus, including the appendices and other documents referred to herein.

Q:

What is the merger?

​

A:

Old Point and Citizens National have entered into the merger agreement whereby Citizens National will merge with and into Old Point National Bank, with Old Point National Bank being the surviving bank in the merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Appendix A.

​

Q:

Why do Old Point and Citizens National want to merge?

​

A:

The proposed merger will allow Old Point to expand its existing presence in the greater Hampton Roads marketplace and Isle of Wight County, Virginia. Citizens National’s stockholders are expected to benefit from the size and strength of the combined company, and the more active trading market for Old Point’s common stock. To review the reasons for the merger in more detail, see “The Merger — Old Point’s Reasons for the Merger” beginning on page 41 and “The Merger — Citizens National’s Reasons for the Merger; Recommendation of Citizens National’s Board of Directors” beginning on page 39.

​

Q:

What is the proxy statement/prospectus and why am I receiving it?

​

A:

This proxy statement/prospectus describes the proposed merger between Citizens National and Old Point National Bank, a wholly-owned subsidiary of Old Point. Because you are a stockholder of Citizens National, you are being asked to vote to approve the merger agreement.

​

Q:

What will I receive in the merger?

​

A:

In the merger, holders of Citizens National common stock will receive 0.1041 shares of Old Point common stock (the “conversion ratio”) and $2.19 in cash (the “cash consideration”) for each of their shares of Citizens National common stock (other than dissenting shares) outstanding at the effective time of the merger, and cash in lieu of any fractional shares (together, the “merger consideration”). The merger consideration is fixed and the conversion ratio will not be adjusted to reflect stock price changes prior to completion of the merger.

​

Q:

When and where is the Citizens National special meeting of stockholders?

​

A:

The special meeting of Citizens National stockholders will be held at Citizens National’s main office located at 11407 Windsor Boulevard, Windsor, Virginia 23487, on March 13, 2018 at 4:00 p.m., local time.

​

Q:

What do holders of Citizens National common stock need to do now?

​

A:

After carefully reading and considering the information contained in this proxy statement/prospectus, please vote your shares as soon as possible so that your shares will be represented at the Citizens National special meeting.

​

Q:

How do I vote if I am a stockholder of record?

​

A:

You may vote before the Citizens National special meeting by completing, signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope or by accessing the Internet site or calling the telephone number listed on your proxy card. You may also cast your vote in person at Citizens National’s special meeting of stockholders. See above for the date, time and place of the special meeting.

​

1

Q:

How do I vote if I hold my shares in “street name”?

​

A:

If your shares are held in “street name” through a broker, bank or other nominee, that entity will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to vote in person at the special meetings will need to present a valid proxy from the entity that holds the shares.

​

Q:

If my shares of Citizens National common stock are represented by stock certificates, should I send in my Citizens National stock certificates now?

​

A:

No. Please do not send your stock certificates with your proxy card.

​

If you are a holder of Citizens National common stock, the exchange agent will mail written instructions within five business days after the merger is completed on how to exchange your Citizens National stock certificates for shares of Old Point common stock issued in book-entry form and your check for the cash consideration and cash in lieu of any fractional shares of Old Point common stock.

Q:

What should I do if I hold my shares of Citizens National common stock in book-entry form?

​

A:

After completion of the merger, the exchange agent will mail written instructions within five business days after the merger is completed on how to exchange your shares of Citizens National common stock held in book-entry form for shares of Old Point common stock and your check for the cash consideration and cash in lieu of any fractional shares of Old Point common stock.

​

Q:

Will the merger affect outstanding shares of Old Point common stock?

​

A:

No. Old Point stockholders will continue to own their existing shares of Old Point common stock. Each share of Old Point common stock will continue to represent one share of Old Point common stock following the merger.

​

Q:

Who may solicit proxies on Citizens National’s behalf?

​

A:

In addition to solicitation of proxies by Citizens National by mail, proxies may also be solicited by Citizens National’s directors and employees personally, and by telephone, facsimile or other means. Citizens National has also retained Regan & Associates, Inc., a proxy solicitation firm, to assist in the solicitation of proxies for a fee not to exceed $7,000, including expenses. For more information on solicitation of proxies in connection with the special meeting of Citizens National stockholders, see “The Citizens National Special Meeting — Solicitation of Proxies” beginning on page 32.

​

Q:

Why is my vote as a holder of Citizens National common stock important?

​

A:

If you do not vote your shares of Citizens National common stock, it will be more difficult for Citizens National to obtain the necessary quorum to hold its special meeting. In addition, approval of the merger proposal requires the affirmative vote of at least two-thirds of the outstanding shares of the Citizens National common stock entitled to vote at the special meeting. If you do not vote your shares by proxy or in person, the effect will be the same as a vote against the merger proposal.

​

The Citizens National board of directors unanimously recommends that you vote for the merger proposal. Further, due to the importance of the vote to approve the merger agreement, Citizens National is also seeking authority from stockholders through the adjournment proposal to grant authority to the board of directors to adjourn the special meeting to temporarily delay the meeting to provide time for management to solicit additional proxies in the event there are insufficient votes to approve the merger proposal.

Q:

If my shares are held in street name by my broker, will my broker automatically vote my shares for me?

​

A:

No. Your broker cannot vote your shares without instructions from you. You should instruct your broker as to how to vote your shares, following the directions your broker provides to you. Please check the voting form used by your broker. Without instructions, your shares will not be voted, which will have the effect described below.

​

2

Q:

What if I fail to vote or abstain from voting on the merger proposal?

​

A:

If you fail to vote, your failure to vote will have the same effect as a vote against the merger proposal. If you respond with an “abstain” vote, your vote will have the same effect as a vote against the merger proposal. If you are a stockholder of record of Citizens National common stock and you sign, date and return your proxy card but do not indicate how you want to vote on the merger proposal, your proxy will be voted in favor of the merger proposal.

​

Q:

Can I attend the Citizens National special meeting and vote my shares in person?

​

A:

Yes. All holders of Citizens National common stock, including stockholders of record and stockholders who beneficially own their shares through a broker, bank or other nominee, are invited to attend the Citizens National special meeting. Holders of record of Citizens National common stock as of the record date can vote in person at the Citizens National special meeting. If you wish to vote in person at the special meeting and if you are a stockholder of record as of the record date, you should bring the enclosed proxy card and proof of identity. If you hold your shares in street name through a broker, bank or other nominee, you will need to bring with you and provide to the inspectors of election a legal proxy, executed in your favor, by the holder of record of your shares (a “written proxy”). At the appropriate time during the special meeting, the stockholders present will be asked whether anyone wishes to vote in person. You should raise your hand at this time to receive a ballot to record your vote. Everyone who attends the special meeting must abide by the rules for the conduct of the meeting distributed at the meeting.

​

Even if you plan to attend the special meeting, you are encouraged to vote your shares as soon as possible.

Q:

Is the merger expected to be taxable to Citizens National stockholders?

​

A:

The merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). In connection with the filing of the registration statement of which this proxy statement/prospectus is a part, Troutman Sanders LLP has delivered to Old Point, and Williams Mullen has delivered to Citizens National, their respective opinions that, for U.S. federal income tax purposes, subject to the limitations, assumptions, and qualifications described in “Material U.S. Federal Income Tax Consequences” beginning on page 69, the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Accordingly, a holder of Citizens National common stock generally will not recognize gain or loss for federal income tax purposes on the exchange of shares of Citizens National common stock for Old Point common stock, except with respect to cash received (i) on the exchange of shares of Citizens National common stock, (ii) in lieu of fractional shares of Old Point common stock, or (iii) upon the exercise of dissenter’s appraisal rights. It is a condition to Old Point’s and Citizens National’s obligations to complete the merger that they each receive a tax opinion, dated the closing date of the merger, that the merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. These opinions, however, will not bind the Internal Revenue Service (the “IRS”) or the courts, which could take a contrary view.

​

For greater detail, see “Material U.S. Federal Income Tax Consequences” beginning on page 69.

The U.S. federal income tax consequences described above may not apply to all holders of Citizens National common stock. Tax matters can be very complicated and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the specific tax consequences of the merger to you.

3

Q:

If I am a holder of Citizens National common stock, can I change or revoke my vote?

​

A:

Yes. If you are a stockholder of record of Citizens National common stock as of the record date for the Citizens National special meeting, you may change your vote or revoke your proxy by: (i) timely delivering a later dated proxy or a written notice of revocation to Citizens National’s Secretary at P.O. Box 100, Windsor, Virginia 23487; (ii) timely voting through the Internet or by telephone after your initial vote; or (iii) attending the Citizens National special meeting and voting in person. Your attendance at the special meeting will not itself revoke a proxy.

​

If your hold your shares of Citizens National common stock in street name, you must follow the instructions of your bank, broker or other nominee to change your vote. Any holder of record of Citizens National common stock, or street name holder with a written proxy from the appropriate record holder, entitled to vote in person at the Citizens National special meeting may vote in person regardless of whether a proxy has been previously given. The mere presence of a stockholder at the Citizens National special meeting will not constitute revocation of a previously given proxy.

Q:

How are the directors of Citizens National going to vote in the merger?

​

A:

Each of the directors of Citizens National has entered into a support and non-competition agreement (a “support agreement”) with Old Point pursuant to which he or she agreed, among other things, to cause all of the shares of Citizens National common stock over which he or she exercises sole rights of voting and disposition (such shares, the “Covered Shares”) to be voted in favor of approving the merger agreement, subject to certain exceptions. As of the record date of the Citizens National special meeting, there were 190,104 Covered Shares subject to support agreements, which represented 13.2% of the Citizens National common stock outstanding. See “The Merger Agreement — Support and Non-Competition Agreements” beginning on page 66.

​

Q:

If I am a Citizens National stockholder, do I have appraisal or dissenters’ rights?

​

A:

Yes. Pursuant to the National Bank Act, Citizens National stockholders may dissent from the merger and elect to receive a cash payment for the appraised value of their dissenting shares. In order to perfect dissenters’ appraisal rights, a Citizens National stockholder must comply with the provisions of federal law, which include voting against the merger or giving notice in writing at or before the Citizens National special meeting to the presiding officer that the stockholder dissents from the merger, and confirming such stockholder’s intent to dissent from the merger within 30 days after completion of the merger. See “The Merger — Dissenters’ Appraisal Rights” beginning on page 49. However, it is a condition to closing the merger that not more than 15.0% of the shares of Citizens National common stock constitute dissenting shares with respect to the merger, unless waived by Old Point and Old Point National Bank. See “The Merger Agreement — Conditions to Completion of the Merger” beginning on page 58.

​

Q:

Who can I contact if I cannot locate my Citizens National stock certificate(s)?

​

A:

If you are unable to locate your original Citizens National stock certificate(s), you should contact the exchange agent, Computershare, at 250 Royall Street, Canton, Massachusetts 02021.

​

Q:

When do you expect to complete the merger?

​

A:

Old Point and Citizens National currently expect to complete the merger late in the first quarter of 2018 or early in the second quarter of 2018. However, they cannot assure you when or if the merger will occur. Old Point and Citizens National must, among other things, obtain the approval of Citizens National stockholders at the Citizens National special meeting and required regulatory approvals described below in “The Merger Agreement — Conditions to Completion of the Merger” and “The Merger — Regulatory Approvals” beginning on pages 58 and 52, respectively.

​

4

Q:

What happens if the merger is not completed?

​

A:

If the merger is not completed, holders of Citizens National common stock will retain their Citizens National common stock and therefore will not receive any consideration for their shares in connection with the merger. Instead, Citizens National will remain an independent bank. In addition, in certain circumstances, a termination fee may be required to be paid by Citizens National. See “The Merger Agreement — Effect of Termination; Termination Fee” beginning on page 65 for a complete discussion of the circumstances under which a termination fee would be required to be paid.

​

Q:

What happens if I sell or transfer ownership of shares of Citizens National common stock after the record date for the Citizens National special meeting?

​

A:

The record date for the Citizens National special meeting is earlier than the expected date of completion of the merger. Therefore, if you sell or transfer ownership of your shares of Citizens National common stock after the record date for the Citizens National special meeting, but prior to completion of the merger, you will retain the right to vote at the Citizens National special meeting, but the right to receive the merger consideration will transfer with the shares of Citizens National common stock.

​

Q:

Whom should I call with questions?

​

A:

Citizens National stockholders should contact Jeffrey H. Noblin or Elizabeth T. Beale by telephone at (757) 242-4422. You may also obtain more information about the merger and the proxy statement/prospectus by contacting Regan & Associates, Inc., Citizens National’s proxy solicitor, at (800) 737-3426.

​

5

​

6

7

8

9

​

10

​

11

​

12

13

​

​

​

Old Point Common Stock

​

​

Citizens National Common Stock

​

​

Equivalent Market Value Per Share of Citizens National(1)

​

October 27, 2017

​

​

​

$

32.00

​

​

​

​

$

4.44(2)

​

​

​

​

$

5.52

​

​

January 29, 2018

​

​

​

$

29.33

​

​

​

​

$

5.10(3)

​

​

​

​

$

5.24

​

​

14

15

​

​

​

Nine Months Ended September 30, (unaudited)

​

​

Twelve Months Ended December 31,

​

​

2017

​

​

2016

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

2012

​

​

​

​

(dollars in thousands except per share data)

​

RESULTS OF OPERATIONS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest income

​

​

​

$

24,354

​

​

​

​

$

22,236

​

​

​

​

$

29,826

​

​

​

​

$

30,295

​

​

​

​

$

30,289

​

​

​

​

$

29,823

​

​

​

​

$

32,580

​

​

Interest expense

​

​

​

​

2,098

​

​

​

​

​

1,934

​

​

​

​

​

2,574

​

​

​

​

​

3,632

​

​

​

​

​

3,849

​

​

​

​

​

4,680

​

​

​

​

​

5,774

​

​

Net interest income

​

​

​

​

22,256

​

​

​

​

​

20,302

​

​

​

​

​

27,252

​

​

​

​

​

26,663

​

​

​

​

​

26,440

​

​

​

​

​

25,143

​

​

​

​

​

26,806

​

​

Provision for loan losses

​

​

​

​

2,925

​

​

​

​

​

1,300

​

​

​

​

​

1,930

​

​

​

​

​

1,025

​

​

​

​

​

600

​

​

​

​

​

1,300

​

​

​

​

​

2,400

​

​

Net interest income after provision for loan losses

​

​

​

​

19,331

​

​

​

​

​

19,002

​

​

​

​

​

25,322

​

​

​

​

​

25,638

​

​

​

​

​

25,840

​

​

​

​

​

23,843

​

​

​

​

​

24,406

​

​

Noninterest income

​

​

​

​

10,615

​

​

​

​

​

10,278

​

​

​

​

​

13,466

​

​

​

​

​

13,136

​

​

​

​

​

12,644

​

​

​

​

​

12,773

​

​

​

​

​

14,959

​

​

Noninterest expenses

​

​

​

​

27,092

​

​

​

​

​

26,265

​

​

​

​

​

34,831

​

​

​

​

​

35,086

​

​

​

​

​

34,172

​

​

​

​

​

33,105

​

​

​

​

​

34,183

​

​

Income before income taxes

​

​

​

​

2,854

​

​

​

​

​

3,015

​

​

​

​

​

3,957

​

​

​

​

​

3,688

​

​

​

​

​

4,312

​

​

​

​

​

3,511

​

​

​

​

​

5,182

​

​

Income tax expense (benefit)

​

​

​

​

(6)

​

​

​

​

​

113

​

​

​

​

​

160

​

​

​

​

​

54

​

​

​

​

​

196

​

​

​

​

​

348

​

​

​

​

​

995

​

​

Net income

​

​

​

$

2,860

​

​

​

​

$

2,902

​

​

​

​

$

3,797

​

​

​

​

$

3,634

​

​

​

​

$

4,116

​

​

​

​

$

3,163

​

​

​

​

$

4,187

​

​

FINANCIAL CONDITION

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total assets

​

​

​

$

954,497

​

​

​

​

$

905,756

​

​

​

​

$

902,966

​

​

​

​

$

896,787

​

​

​

​

$

876,280

​

​

​

​

$

864,288

​

​

​

​

$

907,499

​

​

Securities available for sale, at fair value

​

​

​

​

164,112

​

​

​

​

​

162,219

​

​

​

​

​

199,365

​

​

​

​

​

214,192

​

​

​

​

​

139,346

​

​

​

​

​

155,639

​

​

​

​

​

329,456

​

​

Loans held for investment, net of deferred fees and costs

​

​

​

​

700,996

​

​

​

​

​

593,920

​

​

​

​

​

603,882

​

​

​

​

​

568,475

​

​

​

​

​

535,994

​

​

​

​

​

500,699

​

​

​

​

​

471,133

​

​

Allowance for loan losses

​

​

​

​

8,951

​

​

​

​

​

7,780

​

​

​

​

​

8,245

​

​

​

​

​

7,738

​

​

​

​

​

7,075

​

​

​

​

​

6,831

​

​

​

​

​

7,324

​

​

Deposits

​

​

​

​

782,445

​

​

​

​

​

764,497

​

​

​

​

​

784,502

​

​

​

​

​

746,471

​

​

​

​

​

716,654

​

​

​

​

​

725,405

​

​

​

​

​

753,816

​

​

Total borrowings

​

​

​

​

68,885

​

​

​

​

​

38,239

​

​

​

​

​

18,704

​

​

​

​

​

50,950

​

​

​

​

​

67,816

​

​

​

​

​

56,586

​

​

​

​

​

62,226

​

​

Total liabilities

​

​

​

​

856,856

​

​

​

​

​

809,289

​

​

​

​

​

808,976

​

​

​

​

​

803,611

​

​

​

​

​

787,783

​

​

​

​

​

783,527

​

​

​

​

​

818,199

​

​

Stockholders' equity

​

​

​

​

97,641

​

​

​

​

​

96,467

​

​

​

​

​

93,990

​

​

​

​

​

93,176

​

​

​

​

​

88,497

​

​

​

​

​

80,761

​

​

​

​

​

89,300

​

​

PERTINENT RATIOS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Return on average assets

​

​

​

​

0.41%

​

​

​

​

​

0.44%

​

​

​

​

​

0.43%

​

​

​

​

​

0.41%

​

​

​

​

​

0.47%

​

​

​

​

​

0.36%

​

​

​

​

​

0.48%

​

​

Return on average equity

​

​

​

​

3.97%

​

​

​

​

​

4.07%

​

​

​

​

​

3.99%

​

​

​

​

​

4.02%

​

​

​

​

​

4.81%

​

​

​

​

​

3.73%

​

​

​

​

​

4.76%

​

​

Net interest margin (FTE)

​

​

​

​

3.67%

​

​

​

​

​

3.67%

​

​

​

​

​

3.66%

​

​

​

​

​

3.56%

​

​

​

​

​

3.57%

​

​

​

​

​

3.23%

​

​

​

​

​

3.40%

​

​

Efficiency ratio

​

​

​

​

82.42%

​

​

​

​

​

85.89%

​

​

​

​

​

85.54%

​

​

​

​

​

88.16%

​

​

​

​

​

87.43%

​

​

​

​

​

87.31%

​

​

​

​

​

81.85%

​

​

Tier 1 capital (to risk weighted assets)

​

​

​

​

10.98%

​

​

​

​

​

12.50%

​

​

​

​

​

13.39%

​

​

​

​

​

13.78%

​

​

​

​

​

14.36%

​

​

​

​

​

14.50%

​

​

​

​

​

15.64%

​

​

Total capital (to risk weighted assets)

​

​

​

​

12.08%

​

​

​

​

​

13.58%

​

​

​

​

​

14.51%

​

​

​

​

​

14.89%

​

​

​

​

​

15.44%

​

​

​

​

​

15.58%

​

​

​

​

​

16.89%

​

​

Leverage ratio

​

​

​

​

9.54%

​

​

​

​

​

10.04%

​

​

​

​

​

10.68%

​

​

​

​

​

10.93%

​

​

​

​

​

10.75%

​

​

​

​

​

10.37%

​

​

​

​

​

10.08%

​

​

Tangible common equity/tangible assets

​

​

​

​

10.23%

​

​

​

​

​

10.65%

​

​

​

​

​

10.41%

​

​

​

​

​

10.39%

​

​

​

​

​

10.10%

​

​

​

​

​

9.34%

​

​

​

​

​

9.84%

​

​

Cash dividends declared

​

​

​

$

0.33

​

​

​

​

$

0.30

​

​

​

​

$

0.40

​

​

​

​

$

0.34

​

​

​

​

$

0.26

​

​

​

​

$

0.22

​

​

​

​

$

0.20

​

​

Book value

​

​

​

$

19.49

​

​

​

​

$

19.45

​

​

​

​

$

18.94

​

​

​

​

$

18.79

​

​

​

​

$

17.85

​

​

​

​

$

16.29

​

​

​

​

$

18.01

​

​

16

​

​

​

Nine Months Ended September 30, (unaudited)

​

​

Twelve Months Ended December 31,

​

​

2017

​

​

2016

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

2012

​

​

​

​

(dollars in thousands except per share data)

​

Asset Quality

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nonaccrual loans

​

​

​

$

10,212

​

​

​

​

$

8,550

​

​

​

​

$

7,159

​

​

​

​

$

4,582

​

​

​

​

$

5,570

​

​

​

​

$

11,324

​

​

​

​

$

10,632

​

​

OREO

​

​

​

$

—

​

​

​

​

$

1,141

​

​

​

​

$

1,067

​

​

​

​

$

2,741

​

​

​

​

$

5,106

​

​

​

​

$

6,415

​

​

​

​

$

6,574

​

​

ALL/total outstanding loans

​

​

​

​

1.28%

​

​

​

​

​

1.31%

​

​

​

​

​

1.37%

​

​

​

​

​

1.36%

​

​

​

​

​

1.32%

​

​

​

​

​

1.36%

​

​

​

​

​

1.55%

​

​

Nonaccrual loans/total loans

​

​

​

​

1.46%

​

​

​

​

​

1.44%

​

​

​

​

​

1.19%

​

​

​

​

​

0.81%

​

​

​

​

​

1.04%

​

​

​

​

​

2.26%

​

​

​

​

​

2.26%

​

​

ALL/nonaccrual loans

​

​

​

​

87.65%

​

​

​

​

​

90.99%

​

​

​

​

​

115.17%

​

​

​

​

​

168.88%

​

​

​

​

​

127.02%

​

​

​

​

​

60.32%

​

​

​

​

​

68.89%

​

​

NPAs/total outstanding loans

​

​

​

​

2.02%

​

​

​

​

​

2.07%

​

​

​

​

​

1.84%

​

​

​

​

​

1.88%

​

​

​

​

​

2.20%

​

​

​

​

​

3.65%

​

​

​

​

​

3.75%

​

​

Net charge-offs/total average loans

​

​

​

​

0.34%

​

​

​

​

​

0.22%

​

​

​

​

​

0.24%

​

​

​

​

​

0.06%

​

​

​

​

​

0.07%

​

​

​

​

​

0.38%

​

​

​

​

​

0.75%

​

​

Provision/total average loans

​

​

​

​

0.45%

​

​

​

​

​

0.22%

​

​

​

​

​

0.33%

​

​

​

​

​

0.18%

​

​

​

​

​

0.12%

​

​

​

​

​

0.28%

​

​

​

​

​

0.50%

​

​

Per Share Data

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Earnings per share, basic

​

​

​

$

0.57

​

​

​

​

$

0.59

​

​

​

​

$

0.77

​

​

​

​

$

0.73

​

​

​

​

$

0.83

​

​

​

​

$

0.64

​

​

​

​

$

0.84

​

​

Earnings per share, diluted

​

​

​

$

0.57

​

​

​

​

$

0.59

​

​

​

​

$

0.77

​

​

​

​

$

0.73

​

​

​

​

$

0.83

​

​

​

​

$

0.64

​

​

​

​

$

0.84

​

​

Cash dividends paid per share

​

​

​

$

0.33

​

​

​

​

$

0.30

​

​

​

​

$

0.40

​

​

​

​

$

0.34

​

​

​

​

$

0.26

​

​

​

​

$

0.22

​

​

​

​

$

0.20

​

​

Market value per share

​

​

​

$

32.40

​

​

​

​

$

20.66

​

​

​

​

$

25.00

​

​

​

​

$

17.16

​

​

​

​

$

15.00

​

​

​

​

$

12.82

​

​

​

​

$

11.05

​

​

Book value per share

​

​

​

$

19.49

​

​

​

​

$

19.45

​

​

​

​

$

18.94

​

​

​

​

$

18.79

​

​

​

​

$

17.85

​

​

​

​

$

16.29

​

​

​

​

$

18.01

​

​

Tangible book value per share

​

​

​

$

19.49

​

​

​

​

$

19.45

​

​

​

​

$

18.94

​

​

​

​

$

18.79

​

​

​

​

$

17.85

​

​

​

​

$

16.29

​

​

​

​

$

18.01

​

​

Price to earnings ratio, diluted

​

​

​

​

42.63

​

​

​

​

​

26.26

​

​

​

​

​

32.47

​

​

​

​

​

23.51

​

​

​

​

​

18.07

​

​

​

​

​

20.03

​

​

​

​

​

13.15

​

​

Price to book value ratio

​

​

​

​

1.66

​

​

​

​

​

1.06

​

​

​

​

​

1.32

​

​

​

​

​

0.91

​

​

​

​

​

0.84

​

​

​

​

​

0.79

​

​

​

​

​

0.61

​

​

Dividend payout ratio

​

​

​

​

57.89%

​

​

​

​

​

50.85%

​

​

​

​

​

51.95%

​

​

​

​

​

46.58%

​

​

​

​

​

31.33%

​

​

​

​

​

34.38%

​

​

​

​

​

23.81%

​

​

Weighted average shares outstanding, basic

​

​

​

​

4,985,135

​

​

​

​

​

4,959,009

​

​

​

​

​

4,959,173

​

​

​

​

​

4,959,009

​

​

​

​

​

4,959,009

​

​

​

​

​

4,959,009

​

​

​

​

​

4,959,009

​

​

Weighted average shares outstanding, diluted

​

​

​

​

4,997,231

​

​

​

​

​

4,959,009

​

​

​

​

​

4,960,934

​

​

​

​

​

4,959,009

​

​

​

​

​

4,959,009

​

​

​

​

​

4,959,009

​

​

​

​

​

4,959,009

​

​

17

​

​

​

Nine Months Ended September 30, (unaudited)

​

​

Twelve Months Ended December 31,

​

​

2017

​

​

2016

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

2012

​

​

​

​

(dollars in thousands except per share data)

​

RESULTS OF OPERATIONS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest income

​

​

​

$

1,990

​

​

​

​

$

2,021

​

​

​

​

$

2,669

​

​

​

​

$

2,838

​

​

​

​

$

2,993

​

​

​

​

$

2,895

​

​

​

​

$

2,916

​

​

Interest expense

​

​

​

​

264

​

​

​

​

​

290

​

​

​

​

​

380

​

​

​

​

​

436

​

​

​

​

​

495

​

​

​

​

​

638

​

​

​

​

​

776

​

​

Net interest income

​

​

​

​

1,726

​

​

​

​

​

1,731

​

​

​

​

​

2,289

​

​

​

​

​

2,402

​

​

​

​

​

2,498

​

​

​

​

​

2,257

​

​

​

​

​

2,140

​

​

Provision for loan losses

​

​

​

​

5

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

50

​

​

​

​

​

491

​

​

​

​

​

88

​

​

Net interest income after provision for loan losses

​

​

​

​

1,721

​

​

​

​

​

1,731

​

​

​

​

​

2,289

​

​

​

​

​

2,402

​

​

​

​

​

2,448

​

​

​

​

​

1,766

​

​

​

​

​

2,052

​

​

Noninterest income

​

​

​

​

80

​

​

​

​

​

99

​

​

​

​

​

148

​

​

​

​

​

144

​

​

​

​

​

154

​

​

​

​

​

203

​

​

​

​

​

205

​

​

Noninterest expenses

​

​

​

​

1,747

​

​

​

​

​

1,688

​

​

​

​

​

2,292

​

​

​

​

​

2,317

​

​

​

​

​

2,312

​

​

​

​

​

2,303

​

​

​

​

​

2,014

​

​

Income (loss) before income taxes

​

​

​

​

54

​

​

​

​

​

142

​

​

​

​

​

145

​

​

​

​

​

229

​

​

​

​

​

290

​

​

​

​

​

(334)

​

​

​

​

​

243

​

​

Income tax expense (benefit)

​

​

​

​

19

​

​

​

​

​

—

​

​

​

​

​

(778)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Net income (loss)

​

​

​

$

35

​

​

​

​

$

142

​

​

​

​

$

923

​

​

​

​

$

229

​

​

​

​

$

290

​

​

​

​

$

(334)

​

​

​

​

$

243

​

​

FINANCIAL CONDITION

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total assets

​

​

​

$

50,009

​

​

​

​

$

51,982

​

​

​

​

$

50,826

​

​

​

​

$

54,927

​

​

​

​

$

55,623

​

​

​

​

$

54,225

​

​

​

​

$

55,053

​

​

Securities available for sale, at fair value

​

​

​

​

3,588

​

​

​

​

​

5,239

​

​

​

​

​

4,096

​

​

​

​

​

4,618

​

​

​

​

​

4,984

​

​

​

​

​

7,453

​

​

​

​

​

9,924

​

​

Loans held for investment

​

​

​

​

43,276

​

​

​

​

​

41,536

​

​

​

​

​

39,385

​

​

​

​

​

40,344

​

​

​

​

​

43,861

​

​

​

​

​

42,959

​

​

​

​

​

40,213

​

​

Allowance for loan losses

​

​

​

​

645

​

​

​

​

​

660

​

​

​

​

​

657

​

​

​

​

​

648

​

​

​

​

​

661

​

​

​

​

​

801

​

​

​

​

​

530

​

​

Deposits

​

​

​

​

41,918

​

​

​

​

​

44,697

​

​

​

​

​

42,873

​

​

​

​

​

47,901

​

​

​

​

​

48,836

​

​

​

​

​

47,917

​

​

​

​

​

47,974

​

​

Total liabilities

​

​

​

​

42,109

​

​

​

​

​

44,817

​

​

​

​

​

42,996

​

​

​

​

​

48,006

​

​

​

​

​

48,938

​

​

​

​

​

48,035

​

​

​

​

​

48,120

​

​

Stockholders' equity

​

​

​

​

7,900

​

​

​

​

​

7,165

​

​

​

​

​

7,830

​

​

​

​

​

6,921

​

​

​

​

​

6,685

​

​

​

​

​

6,190

​

​

​

​

​

6,933

​

​

PERTINENT RATIOS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Return on average assets

​

​

​

​

0.09%

​

​

​

​

​

0.35%

​

​

​

​

​

1.74%

​

​

​

​

​

0.41%

​

​

​

​

​

0.52%

​

​

​

​

​

(0.59)%

​

​

​

​

​

0.45%

​

​

Return on average equity

​

​

​

​

0.59%

​

​

​

​

​

2.67%

​

​

​

​

​

12.99%

​

​

​

​

​

3.31%

​

​

​

​

​

4.46%

​

​

​

​

​

(4.88)%

​

​

​

​

​

3.53%

​

​

Net interest margin

​

​

​

​

4.89%

​

​

​

​

​

4.44%

​

​

​

​

​

4.52%

​

​

​

​

​

4.56%

​

​

​

​

​

4.77%

​

​

​

​

​

4.13%

​

​

​

​

​

4.15%

​

​

Efficiency ratio

​

​

​

​

96.73%

​

​

​

​

​

92.24%

​

​

​

​

​

94.05%

​

​

​

​

​

91.01%

​

​

​

​

​

87.18%

​

​

​

​

​

93.62%

​

​

​

​

​

85.88%

​

​

Tier 1 capital (to risk weighted assets)

​

​

​

​

16.70%

​

​

​

​

​

16.61%

​

​

​

​

​

18.51%

​

​

​

​

​

17.02%

​

​

​

​

​

15.57%

​

​

​

​

​

15.78%

​

​

​

​

​

16.41%

​

​

Total capital (to risk weighted assets)

​

​

​

​

17.96%

​

​

​

​

​

17.86%

​

​

​

​

​

19.77%

​

​

​

​

​

18.28%

​

​

​

​

​

16.82%

​

​

​

​

​

17.04%

​

​

​

​

​

17.66%

​

​

Leverage ratio

​

​

​

​

15.22%

​

​

​

​

​

13.39%

​

​

​

​

​

14.65%

​

​

​

​

​

12.55%

​

​

​

​

​

11.99%

​

​

​

​

​

11.45%

​

​

​

​

​

12.20%

​

​

Tangible common equity/tangible assets

​

​

​

​

15.80%

​

​

​

​

​

13.78%

​

​

​

​

​

15.41%

​

​

​

​

​

12.60%

​

​

​

​

​

12.02%

​

​

​

​

​

11.42%

​

​

​

​

​

12.59%

​

​

18

​

​

​

Nine Months Ended September 30, (unaudited)

​

​

Twelve Months Ended December 31,

​

​

2017

​

​

2016

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

2012

​

​

​

​

(dollars in thousands except per share data)

​

Asset Quality

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nonaccrual loans

​

​

​

$

162

​

​

​

​

$

182

​

​

​

​

$

162

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

1,375

​

​

​

​

$

679

​

​

OREO

​

​

​

$

167

​

​

​

​

$

196

​

​

​

​

$

167

​

​

​

​

$

439

​

​

​

​

$

675

​

​

​

​

$

470

​

​

​

​

$

556

​

​

ALL/total outstanding loans

​

​

​

​

1.49%

​

​

​

​

​

1.59%

​

​

​

​

​

1.67%

​

​

​

​

​

1.61%

​

​

​

​

​

1.51%

​

​

​

​

​

1.86%

​

​

​

​

​

1.32%

​

​

Nonaccrual loans/total loans

​

​

​

​

0.37%

​

​

​

​

​

0.44%

​

​

​

​

​

0.41%

​

​

​

​

​

—%

​

​

​

​

​

—%

​

​

​

​

​

3.20%

​

​

​

​

​

1.69%

​

​

ALL/nonaccrual loans

​

​

​

​

398.15%

​

​

​

​

​

362.64%

​

​

​

​

​

405.56%

​

​

​

​

​

—%

​

​

​

​

​

—%

​

​

​

​

​

58.25%

​

​

​

​

​

78.06%

​

​

NPAs/total outstanding loans

​

​

​

​

0.76%

​

​

​

​

​

0.91%

​

​

​

​

​

0.84%

​

​

​

​

​

1.09%

​

​

​

​

​

1.54%

​

​

​

​

​

4.29%

​

​

​

​

​

3.07%

​

​

Net (recoveries) charge-offs/total average loans

​

​

​

​

0.06%

​

​

​

​

​

(0.04)%

​

​

​

​

​

(0.02)%

​

​

​

​

​

0.03%

​

​

​

​

​

0.42%

​

​

​

​

​

0.52%

​

​

​

​

​

0.27%

​

​

Provision/total average loans

​

​

​

​

0.03%

​

​

​

​

​

—%

​

​

​

​

​

—%

​

​

​

​

​

—%

​

​

​

​

​

0.11%

​

​

​

​

​

1.16%

​

​

​

​

​

0.22%

​

​

Per Share Data

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Earnings (loss) per share, basic and diluted

​

​

​

$

0.03

​

​

​

​

$

0.13

​

​

​

​

$

0.64

​

​

​

​

$

0.16

​

​

​

​

$

0.20

​

​

​

​

$

(0.23)

​

​

​

​

$

0.17

​

​

Market value per share

​

​

​

$

5.18

​

​

​

​

$

3.24

​

​

​

​

$

3.25

​

​

​

​

$

2.50

​

​

​

​

$

1.95

​

​

​

​

$

2.10

​

​

​

​

$

0.78

​

​

Book value per share

​

​

​

$

5.48

​

​

​

​

$

4.97

​

​

​

​

$

5.43

​

​

​

​

$

4.80

​

​

​

​

$

4.64

​

​

​

​

$

4.30

​

​

​

​

$

4.75

​

​

Tangible book value per share

​

​

​

$

5.48

​

​

​

​

$

4.97

​

​

​

​

$

5.43

​

​

​

​

$

4.80

​

​

​

​

$

4.64

​

​

​

​

$

4.30

​

​

​

​

$

4.81

​

​

Price to earnings ratio

​

​

​

​

172.67

​

​

​

​

​

24.92

​

​

​

​

​

5.08

​

​

​

​

​

15.63

​

​

​

​

​

9.75

​

​

​

​

​

(9.13)

​

​

​

​

​

4.59

​

​

Price to book value ratio

​

​

​

​

0.95

​

​

​

​

​

0.65

​

​

​

​

​

0.60

​

​

​

​

​

0.52

​

​

​

​

​

0.42

​

​

​

​

​

0.49

​

​

​

​

​

0.16

​

​

Weighted average shares outstanding, basic and diluted

​

​

​

​

1,440,727

​

​

​

​

​

1,440,727

​

​

​

​

​

1,440,727

​

​

​

​

​

1,440,727

​

​

​

​

​

1,440,727

​

​

​

​

​

1,440,727

​

​

​

​

​

1,460,354

​

​

19

RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the heading “Cautionary Statement Regarding Forward-Looking Statements” on page 26, Citizens National stockholders should consider carefully the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. Old Point’s business is also subject to numerous risks and uncertainties described in its Annual Report on Form 10-K for the year ended December 31, 2016, and subsequent documents filed with the SEC, which are incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 90.

Risks Associated with the Merger

Because the market price of Old Point common stock will fluctuate, Citizens National stockholders cannot be sure of the value of the merger consideration they will receive.

Upon completion of the merger, each share of Citizens National common stock will be converted into the merger consideration consisting of shares of Old Point common stock and cash. The market value of the merger consideration received by Citizens National stockholders will vary with the price of Old Point’s common stock, and there will be no adjustment to the merger consideration for changes in the market price of either shares of Old Point common stock or shares of Citizens National common stock. Old Point’s stock price changes daily as a result of a variety of other factors in addition to the business and relative prospects of Old Point, including general market and economic conditions, industry trends, and the regulatory environment. These factors are beyond Old Point’s control. Therefore, at the time of the special meeting, holders of Citizens National common stock will not know the precise market value of the consideration they will receive at the effective time of the merger. Stockholders should obtain current market quotations for shares of Old Point common stock and for shares of Citizens National common stock.

The market price of Old Point common stock after the merger may be affected by factors different from those affecting the shares of Citizens National or Old Point currently.

Upon completion of the merger, holders of Citizens National common stock that receive stock consideration in the merger will become holders of Old Point common stock. Old Point’s business differs from that of Citizens National, and, accordingly, the results of operations of the combined company and the market price of the combined company’s shares of common stock may be affected by factors different from those currently affecting the independent results of operations of each of Old Point or Citizens National. For a discussion of the businesses of Old Point and Citizens National and of certain factors to consider in connection with those businesses, see “Information about Old Point,” “Information about Citizens National” and “Where You Can Find More Information” which describes the documents incorporated by reference herein, beginning on pages 74, 73 and 90, respectively.

The integration of the operations of Citizens National into Old Point may be more difficult than anticipated.

The success of the merger will depend on a number of factors including, but not limited to, Old Point’s ability to:

•

timely and successfully integrate the operations and data processing of Old Point and Citizens National;

​

•

retain key employees, and retain and attract qualified personnel to, Old Point and Citizens National;

​

•

maintain existing relationships with depositors in Citizens National to minimize withdrawals of deposits prior to and subsequent to the merger;

​

•

maintain and enhance existing relationships with borrowers to limit unanticipated losses from loans of Citizens National;

​

20

•

control the incremental noninterest expense from Citizens National to maintain overall operating efficiencies; and

​

•

compete effectively in the communities served by Old Point and Citizens National and in nearby communities.

​

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated.

Before the merger may be completed, Old Point must obtain various approvals or consents from the Federal Reserve, the OCC and the VSCC. These regulators may impose conditions on the completion of the merger or require changes to the terms of the merger. Although Old Point and Citizens National do not currently expect that any such conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on or limiting the revenues of Old Point following the merger. There can be no assurance as to whether the regulatory approvals will be received, the timing of those approvals, or whether any conditions will be imposed. The merger agreement contains a condition to the obligation of each of Old Point, Old Point National Bank and Citizens National to close the merger that the required regulatory approvals not contain any conditions, restrictions or requirements that the Old Point board of directors reasonably determines in good faith would materially reduce the benefits of the merger and the transactions contemplated by the merger agreement to such a degree that Old Point would not have entered into the merger agreement had such conditions, restrictions or requirements been known at the date of the merger agreement. See “The Merger — Regulatory Approvals” beginning on page 52.

Combining the two companies may be more difficult, costly or time-consuming than expected.

The success of the merger will depend, in part, on Old Point’s ability to realize the anticipated benefits and cost savings from combining the businesses of Old Point and Citizens National and to combine the businesses of Old Point and Citizens National in a manner that permits growth opportunities and cost savings to be realized without materially disrupting the existing customer relationships of Citizens National or decreasing revenues due to loss of customers. If Old Point is not able to successfully combine these businesses, the anticipated benefits and cost savings of the merger may not be realized fully or at all or may take longer to realize than expected.

Old Point and Citizens National have operated and, until the completion of the merger, will continue to operate, independently. After the completion of the merger, Old Point expects to integrate Citizens National’s business into its own. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. The loss of key employees could adversely affect Old Point’s ability to successfully conduct its business in the market in which Citizens National now operates, which could have an adverse effect on Old Point’s financial results and the value of its common stock. If Old Point experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause Citizens National to lose customers or cause customers to remove their accounts from Citizens National and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Citizens National and Old Point during this transition period and for an undetermined period after consummation of the merger.

Old Point may fail to realize the cost savings estimated for the merger.

Although Old Point estimates that it will realize cost savings (excluding one-time costs and expenses associated with the merger with Citizens National) from the merger when fully phased in, it is possible that the estimates of the potential cost savings could turn out to be incorrect. In addition, future business developments may require Old Point to continue to operate or maintain some support functions that are currently expected to be combined or reduced. The cost savings estimates also depend on Old Point’s ability

21

to combine the businesses of Old Point and Citizens National in a manner that permits those costs savings to be realized. If the estimates turn out to be incorrect or Old Point is not able to combine the two companies successfully, the anticipated cost savings may not be fully realized or realized at all, or may take longer to realize than expected.

The merger with Citizens National may distract management of Old Point from its other responsibilities.

The acquisition of Citizens National could cause the management of Old Point to focus its time and energies on matters related to the acquisition that otherwise would be directed to the business and operations of Old Point. Any such distraction on the part of management, if significant, could affect its ability to service existing business and develop new business and adversely affect the business and earnings of Old Point.

If the merger is not completed, Old Point and Citizens National will have incurred substantial expenses without realizing the expected benefits of the merger.

Each of Old Point and Citizens National has incurred substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing and mailing this proxy statement/prospectus and all filing and other fees paid to the SEC in connection with the merger. If the merger is not completed, Old Point and Citizens National would have to recognize these expenses without realizing the expected benefits of the merger.

Citizens National stockholders will have less influence as stockholders of Old Point than as stockholders of Citizens National.

Citizens National stockholders currently have the right to vote in the election of the board of directors of Citizens National and on other matters affecting Citizens National. Following the merger, the stockholders of Citizens National as a group will own approximately 3% of the common stock of Old Point. When the merger occurs, each Citizens National stockholder that receives shares of Old Point common stock will become a stockholder of Old Point with a percentage ownership of the combined organization much smaller than such stockholder’s percentage ownership of Citizens National. Because of this, Citizens National stockholders will have less influence on the management and policies of Old Point than they now have on the management and policies of Citizens National. In addition, Old Point and Citizens National expect that no member of Citizens National’s board of directors will become a director of Old Point or Old Point National Bank following the effective time of the merger.

Directors and executive officers of Citizens National have interests in the merger that differ from the interests of non-director or non-management stockholders.

Citizens National stockholders should be aware that some of the directors and executive officers of Citizens National may have interests in the merger that differ from, or are in addition to, their interests as holders of Citizens National common stock. The Citizens National board of directors was aware of these interests and took them into account in its decision to approve the merger agreement. These interests exist because of, among other things, employment agreements that the executive officers have entered into with Citizens National and potential payments and benefits under these agreements, rights that these executive officers have under Citizens National’s benefits plans, potential arrangements to continue as employees of Old Point National Bank following the merger, and rights to indemnification and directors and officers insurance following the merger.

The fairness opinion obtained by Citizens National from its financial advisor will not reflect changes in circumstances between signing the merger agreement and the completion of the merger.

Although Citizens National obtained a fairness opinion dated October 27, 2017 from its financial advisor, Performance Trust, as described below, Citizens National has not obtained an updated fairness opinion as of the date of this proxy statement/prospectus. Changes in the operations and prospects of Citizens National or Old Point, general market and economic conditions and other factors that may be beyond the control of Citizens National and Old Point, and on which the fairness opinion was based, may alter the value of Citizens National or Old Point or the prices of shares of Citizens National common stock

22

or Old Point common stock by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. Because Citizens National does not anticipate asking its financial advisor to update its opinion, the October 27, 2017 opinion does not address the fairness of the merger consideration, from a financial point of view, at the time the merger is completed. The opinion is included as Appendix C to this proxy statement/prospectus. For a description of the opinion that Citizens National received from its financial advisor, please refer to “The Merger — Opinion of Citizens National’s Financial Advisor” beginning on page 42. For a description of the other factors considered by Citizens National’s board of directors in determining to approve the merger, please refer to “The Merger — Citizens National’s Reasons for the Merger; Recommendation of Citizens National’s Board of Directors” beginning on page 39.

The merger will not be completed unless important conditions are satisfied or waived.

Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger. If the conditions are not satisfied or waived, to the extent permitted by law or stock exchange rules, the merger will not occur or will be delayed and each of Old Point and Citizens National may lose some or all of the intended benefits of the merger. The following conditions, in addition to other closing conditions, must be satisfied or waived, if permissible, before Old Point and Citizens National are obligated to complete the merger:

•

the merger agreement must be approved by the requisite vote of the holders of outstanding shares of Citizens National common stock;

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•

all regulatory approvals must be obtained;

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•

no governmental authority of competent jurisdiction has taken any action that prohibits consummation of the merger;

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•

the registration statement (of which this proxy statement/prospectus is a part) registering shares of Old Point common stock to be issued in the merger has been declared effective and no stop order shall have been issued or threatened by the SEC; and

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•

the shares of Old Point common stock to be issued in the merger have been approved for listing on the NASDAQ Capital Market, subject to official notice of issuance.

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For a more detailed description of the conditions set forth in the merger agreement that must be satisfied or waived to complete the merger, see “The Merger Agreement — Conditions to Completion of the Merger” beginning on page 58.

Termination of the merger agreement could negatively impact Citizens National.

If the merger agreement is terminated, there may be various consequences. For example, Citizens National’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. If the merger agreement is terminated and Citizens National’s board of directors seeks another merger or business combination, Citizens National stockholders cannot be certain that Citizens National will be able to find a party willing to pay the equivalent or greater consideration than that which Old Point has agreed to pay in the merger. In addition, if the merger agreement is terminated under certain circumstances, including circumstances involving a change in recommendation by Citizens National’s board of directors, Citizens National may be required to pay Old Point a termination fee of $375,000.

If a substantial number of stockholders of Citizens National exercise dissenters’ appraisal rights, Old Point and Citizens National may not be able to complete the merger and may incur significant additional costs.

Stockholders of Citizens National are entitled to assert dissenters’ appraisal rights provided by the National Bank Act, as described in more detail in the section titled “The Merger — Dissenters’ Appraisal Rights” beginning on page 49. If the merger is completed, a stockholder of Citizens National who has complied with applicable requirements under federal law may require Old Point to pay in cash the appraised value of such stockholder’s dissenting shares instead of the merger consideration. Such appraised value

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would be determined by a committee of three persons selected as provided by the National Bank Act. The merger agreement contains a closing condition that can only be waived by Old Point that not more than 15% of the outstanding shares of Citizens National common stock shall constitute dissenting shares. Old Point, Old Point National Bank and Citizens National cannot predict the number of shares of Citizens National common stock that will constitute dissenting shares in the merger, the amount of cash that Old Point may be required to pay following the merger with respect to the dissenting shares, or the expenses that Old Point may incur in connection with the appraisal process. If the number of dissenting shares exceeds the percentage described above, or the costs incurred in connection with the appraisal process are substantial, it could prevent the merger from being completed or have a material adverse effect on Old Point or Citizens National.

Failure to complete the merger could negatively affect the market value of Citizens National common stock.

If the merger is not completed for any reason, Citizens National may be subject to a number of material risks, including the following:

•

the market value of its common stock may decline to the extent that the current market prices of its shares reflect a market assumption that the merger will be completed;

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•

costs relating to the merger, such as legal, accounting and financial advisory fees, and, in specified circumstances, termination fees, must be paid even if the merger is not completed; and

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the diversion of management’s attention from the day-to-day business operations and the potential disruption to Citizens National’s employees and business relationships during the period before the completion of the merger may make it difficult to regain financial and market positions if the merger does not occur.

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The shares of Old Point common stock to be received by holders of Citizens National common stock as a result of the merger will have different rights from the shares of Citizens National common stock.

Upon completion of the merger, holders of Citizens National common stock (other than those holders that properly assert their dissenters’ rights) will become holders of Old Point common stock, and their rights as stockholders will be governed by Old Point’s articles of incorporation and bylaws. The rights associated with Citizens National common stock are different from the rights associated with Old Point common stock. Please see “Comparative Rights of Stockholders” beginning on page 76 for a discussion of the different rights associated with Old Point common stock.

Citizens National will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Citizens National. These uncertainties may impair Citizens National’s ability to attract, retain and motivate strategic personnel until the merger is consummated, and could cause customers and others that deal with Citizens National to seek to change existing business relationships with Citizens National. Experienced employees in the financial services industry are in high demand, and competition for their talents can be intense. Employees of Citizens National may experience uncertainty about their future role with the surviving corporation until, or even after, strategies with regard to the combined company are announced or executed. If strategic Citizens National employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Old Point, Citizens National’s business following the merger could be harmed. In addition, the merger agreement restricts Citizens National from taking other specified actions until the merger occurs without the consent of Old Point. These restrictions may prevent Citizens National from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “The Merger Agreement — Business Pending the Merger” beginning on page 59.

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Risks Associated with Old Point and Citizens National

Certain one-time charges incurred by Old Point and Citizens National during the fourth quarter of 2017 will negatively impact Old Point’s and Citizens National’s net income for the quarter and year ended December 31, 2017.

On December 22, 2017, the U.S. President signed tax reform legislation that, among other things, reduces the U.S. corporate income tax rate from 34% to 21%. The reduction in the U.S. corporate income tax rate has reduced the value of Old Point’s and Citizens National’s net deferred tax assets. As of the date of this proxy statement/prospectus, Old Point estimates that the value of its deferred tax assets has decreased by approximately $1.1 million, and Citizens National estimates that the value of its deferred tax assets has decreased by approximately $300,000, each of which will be effective during the fourth quarter of 2017 and will be accompanied by a corresponding charge against Old Point’s or Citizens National’s net income (loss) for the fourth quarter of 2017, respectively.

In addition, as previously disclosed by Old Point, Old Point has terminated its non-contributory defined benefit pension plan effective January 31, 2017 and completed the transfer of all liabilities and administrative responsibilities under the pension plan during the fourth quarter of 2017. As of the date of this proxy statement/prospectus, Old Point estimates that the settlement of the pension plan has resulted in a nonrecurring pretax termination charge of  $2.7 million that will be recorded during and will reduce Old Point’s net income (loss) for the fourth quarter of 2017.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the current views of Old Point, Old Point National Bank and Citizens National, or their respective directors or officers, with respect to future events and financial performance. Specifically, forward-looking statements may include:

•

statements relating to the ability of Old Point, Old Point National Bank and Citizens National to complete the merger within the expected timeframe and the benefits thereof, including anticipated efficiencies, opportunities, synergies and cost savings estimated to result from the merger;

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projections of income, assets, and other performance measures, including the information set forth under the heading “The Merger — Certain Citizens National Unaudited Prospective Financial Information” beginning on page 47;

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statements regarding expansion of operations, including entrance into new markets, development of products and services, and execution of strategic initiatives;

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•

discussions of the future state of the economy, competition, regulation, taxation, including the potential impact of recently adopted tax reform legislation on Old Point and Citizens National, our business strategies, subsidiaries, investment risk and policies; and

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•

statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target,” “prospects,” “continue,” “positions,” “potential,” “may,” “could,” “would,” “should,” “will” or similar expressions.

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These forward-looking statements are based on currently available information and we believe that the expectations reflected in our forward-looking statements are reasonable.

By their nature, however, forward-looking statements often involve assumptions about the future. Such assumptions are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. As such, Old Point, Old Point National Bank and Citizens National cannot guarantee you that the expectations reflected in or implied by our forward-looking statements actually will be achieved. Actual results may differ materially from those reflected in or implied by the forward-looking statements due to, among other things, the following factors:

•

fluctuations in the market price of Old Point common stock and the related effect on the market value of the merger consideration that Citizens National common stockholders will receive upon completion of the merger;

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•

business uncertainties and contractual restrictions while the merger is pending;

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•

the possibility that the proposed merger does not close when expected or at all because required regulatory, stockholder or other approvals and conditions to closing are not received, satisfied or waived on a timely basis or at all;

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•

the terms of the proposed merger may need to be modified to satisfy such approvals or conditions;

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•

the anticipated benefits from the proposed merger are not realized in the time frame anticipated or at all as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations (including changes to capital requirements) and their enforcement, and the degree of competition in the geographic and business areas in which the companies operate;

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•

the ability to promptly and effectively integrate the businesses of Citizens National into Old Point and Old Point National Bank;

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•

economic conditions in the target market areas of Old Point and Citizens National, including the impact of changes in the federal government’s military or defense spending, as well as general economic, market, political or business factors;

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•

reputational risks and the reaction of customers to the merger;

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•

diversion of management time on merger-related issues;

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changes in asset quality and credit risk;

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the inability to sustain revenue and earnings;

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the inability to meet regulatory capital requirements;

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changes in interest rates or the capital markets;

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interruptions in operations of information, security or other systems, including as a result of cyber-attacks, and the failure of third-party data processing service providers to perform under the terms of the applicable agreement or maintain information security;

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inflation;

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•

customer acceptance of Old Point’s products and services;

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customer borrowing, repayment, investment and deposit practices;

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the introduction, withdrawal, success and timing of business initiatives;

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•

competitive conditions;

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the impact, extent and timing of technological changes;

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changes in fiscal and monetary policies, including changes in tax laws such as recently adopted tax reform legislation, and their effects on markets, customers, Old Point and Citizens National;

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changes in regulations and actions of federal banking regulators, and legislative and regulatory actions and reforms; and

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•

the risks outlined in “Risk Factors” beginning on page 20.

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We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date of this proxy statement/prospectus or, in the case of a document incorporated herein by reference, as of the date of that document. Except as required by law, Old Point, Old Point National Bank and Citizens National do not undertake any obligation to publicly update or release any revisions to these forward-looking statements to reflect any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this document and attributable to Old Point, Old Point National Bank or Citizens National or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this document.

Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in reports filed with the SEC by Old Point. See “Where You Can Find More Information” beginning on page 90 for a list of the documents incorporated herein by reference.

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PRICE RANGE OF COMMON STOCK AND DIVIDENDS

Old Point common stock is listed and traded on the NASDAQ Capital Market under the symbol “OPOF.”

Citizens National common stock is quoted and traded on the OTC Pink under the symbol “CNBV.” Trading in Citizens National common stock on the OTC Pink marketplace historically has been limited and sporadic. During the period from January 1, 2017 to October 27, 2017, trades in Citizens National common stock occurred on only 70 of 208 trading days with an average daily trading volume of less than 715 shares per day during that time period. Only 34 of the 208 trading days had a daily trading volume of at least 1,000 shares traded. As a result of the lack of trading activity, the quoted price for Citizens National common stock on the OTC Pink is not necessarily a reliable indicator of its fair value.

As of January 23, 2018, the last day prior to the date of this proxy statement/prospectus for which it was practicable to obtain this information, there were 5,019,703 shares of Old Point common stock outstanding, held by approximately 1,200 record holders, and 1,440,727 shares of Citizens National common stock outstanding, held by approximately 791 record holders. Such numbers of record holders do not reflect the number of beneficial owners holding stock through banks, brokers or other nominees.

The following table sets forth for the periods indicated the reported high and low sales prices of Old Point common stock and Citizens National common stock. Such market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not necessarily represent actual transactions.

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The following table sets forth the closing price per share of Old Point common stock and Citizens National common stock as of October 27, 2017, the last trading day before the public announcement of the merger, and as of January 29, 2018, the last day prior to the date of this proxy statement/prospectus for which it was practicable to obtain this information. The table also includes the market value of Citizens National common stock on an equivalent price per share basis, as determined by reference to the value of merger consideration to be received in respect of each share of Citizens National common stock pursuant to the merger agreement. These equivalent prices per share reflect the fluctuating value of Old Point common stock that Citizens National common stockholders would receive in exchange for each share of Citizens National common stock if the merger was completed on either of these dates, applying the conversion ratio of 0.1041 for the stock component of the merger consideration.

(1)

The equivalent value of the per share merger consideration represents the sum of  $2.19, the cash portion of the per share merger consideration, plus the stock portion of the merger consideration based on the product of the conversion ratio of 0.1041 and the closing prices of Old Point common stock of  $32.00 on October 27, 2017 and $29.33 on January 29, 2018, respectively.

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(2)

The most recent trade of Citizens National common stock as reported on the OTC Markets Group’s Pink marketplace on or before October 27, 2017, the last trading day before we announced the signing of the merger agreement, occurred on October 25, 2017 at a price of  $4.44.

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(3)

The most recent trade of Citizens National common stock as reported on the OTC Markets Group’s Pink marketplace on or before January 30, 2018, the date of this proxy statement/prospectus, occurred on January 24, 2018 at a price of  $5.10.

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The market prices of shares of common stock of Old Point and Citizens National are subject to fluctuation. Because the conversion ratio is fixed, the number of shares of Old Point common stock that Citizens National stockholders receive in the merger will not be adjusted to reflect changes in the market price of Old Point common stock. The implied value of the stock component of the merger consideration that Citizens National stockholders will receive in the merger will change depending on changes in the market price of Old Point common stock and will not be known at the time you vote on the merger. Old Point and Citizens National urge holders of Citizens National common stock to obtain current market quotations.

Dividends and Dividend Restrictions

The holders of Old Point common stock receive dividends if and when declared by the Old Point board of directors out of funds legally available, subject to certain restrictions imposed by federal and state laws. Old Point currently pays dividends on its common stock on a quarterly basis, and it anticipates declaring and paying quarterly dividends after completion of the merger. Following the merger, declaration of dividends will be at the discretion of Old Point’s board of directors and will be determined after consideration of various factors, including earnings, cash requirements, the financial condition of Old Point, applicable state law and government regulations and other factors deemed relevant by Old Point’s board of directors. Old Point has no current intention to change its dividend strategy, but has and will continue to evaluate that decision on a quarterly basis.

As a bank holding company, Old Point is subject to certain regulatory and other legal restrictions on the amount of dividends it is permitted to pay to its stockholders, including requirements to maintain regulatory capital at or above minimum levels. The Federal Reserve is authorized to prohibit payment of a dividend by a bank holding company if it determines that such payment of a dividend would be an unsafe and unsound banking practice. It is also the policy of the Federal Reserve that a bank holding company should generally pay dividends on common stock only out of earnings, and only if prospective earnings retention is consistent with the company’s capital needs and overall current and prospective financial condition.

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Old Point is a legal entity separate and distinct from its subsidiaries, Old Point National Bank and Old Point Trust, and Old Point’s revenues depend primarily on the payment of dividends from its subsidiary banks. Therefore, Old Point’s principal source of funds with which to pay dividends on its stock and other separate expenses are dividends it receives from Old Point National Bank and Old Point Trust.

As federally chartered national banking associations, Old Point National Bank and Old Point Trust are subject to certain regulatory and other legal restrictions on the amount of dividends they are permitted to pay to Old Point, including requirements to maintain regulatory capital at or above minimum levels. Under the National Bank Act, (i) a national bank may not declare dividends in any calendar year that exceed the total of the bank’s net income for that year combined with its retained net income from the preceding two years without prior approval of the OCC, and (ii) a national bank may not pay any dividends in excess of the bank’s undivided profits (i.e., retained earnings). In addition to specific regulations governing the permissibility of dividends, the OCC is generally authorized to prohibit payment of a dividend by a national bank if it determines that such payment of a dividend would be an unsafe and unsound banking practice.

Citizens National is not currently paying dividends on its common stock, and it presently does not intend to pay any dividends on its common stock for the foreseeable future. As a federally chartered national banking association, Citizens National is subject to certain regulatory and other legal restrictions on the amount of dividends that it is permitted to pay to its stockholders, including the restrictions under the National Bank Act and of the OCC summarized above.

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THE CITIZENS NATIONAL SPECIAL MEETING

This section contains information about the special meeting of Citizens National common stockholders that has been called to consider and approve the merger agreement.

Together with this proxy statement/prospectus, Citizens National is also sending you a notice of the special meeting and a form of proxy that is solicited by the Citizens National board of directors. The special meeting will be held on March 13, 2018, at 4:00 p.m., local time, at Citizens National’s main office located at 11407 Windsor Boulevard, Windsor, Virginia 23487.

Matters to Be Considered

The purpose of the special meeting is to vote on:

(1)

a proposal to approve the merger agreement, as such agreement may be amended from time to time (the “merger proposal”);

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(2)

a proposal granting the Citizens National board of directors the right to adjourn, postpone or continue the special meeting, on one or more occasions, if necessary or appropriate, to solicit additional proxies, in the event that there are not sufficient votes at the time of the special meeting to approve the merger proposal (the “adjournment proposal”); and

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(3)

to transact such other business as may properly come before the special meeting or any adjournment, postponement or continuance of the special meeting.

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Other Business

We do not expect that any matter other than the merger proposal and the adjournment proposal will be brought before the special meeting. If, however, any other matter shall be brought before the special meeting, the shares represented by a valid proxy will be voted by the named proxies, to the extent entitled, in accordance with their best judgment.

Proxies

Each copy of this proxy statement/prospectus mailed to record holders of Citizens National common stock is accompanied by a proxy card with instructions for voting. The Citizens National board of directors requests that you submit your proxy promptly, whether or not you plan to attend the meeting. If you are a common stockholder and hold your shares of Citizens National common stock under your own name (also known as “record ownership”), you can vote your shares in one of the following manners:

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by proxy via mail by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope;

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by proxy via the Internet by accessing the Internet site listed on the enclosed proxy card and following the instructions;

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by proxy via telephone by calling the toll-free number listed on the enclosed proxy card on a touch-tone phone and following the recorded instructions; or

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by attending the meeting and voting your shares in person.

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Any vote by proxy card, Internet or telephone may be revoked by you at any time before the meeting by giving written notice of such revocation to the corporate secretary of Citizens National or by executing another proxy or using the Internet or telephone voting procedures as of a date subsequent to the prior proxy card or Internet or telephone vote. If you are a stockholder of record as of the record date or have a legal proxy from a stockholder of record as of the record date, you may also revoke your proxy by voting in person at the special meeting. Shareholders who vote via the Internet or by telephone need not mail their proxy cards and doing so will revoke any prior vote or proxy. Instructions on how to vote by telephone or the Internet are included on your proxy card.

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If you hold your shares in “street name” through a bank, broker or other nominee (i.e., the record holder), you will receive a voting instruction form directly from them. Follow the instructions on the form they provide to have your shares voted by proxy. If you wish to attend the meeting and vote in person, you must obtain a written proxy, executed in your favor, from the bank, broker, or other nominee to do so.

All shares represented by valid proxies that Citizens National receives through this solicitation and that are not revoked will be voted in accordance with the instructions on the proxy cards or as instructed via the Internet or by telephone, or with respect to shares beneficially held in “street name,” in accordance with the voting instructions received from the appropriate bank, broker, or other nominee. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” each of the proposals described above.

Citizens National stockholders should not send Citizens National stock certificates with their proxy cards. After the merger is completed, holders of Citizens National will be mailed a transmittal form with instructions on how to exchange their Citizens National stock certificates for the merger consideration.

Solicitation of Proxies

Citizens National will bear the cost of soliciting proxies from its stockholders. In addition to solicitation of proxies by mail, proxies may also be solicited by Citizens National’s directors and employees personally, and by telephone, facsimile, or other means. No additional compensation will be paid to these individuals for proxy solicitation nor is it expected to result in more than a minimal cost. Citizens National may make arrangements directly with banks, brokerage houses, custodians, nominees and fiduciaries to forward solicitation material to the beneficial owners of Citizens National common stock held of record by them and to obtain authorization for the execution of proxies. Citizens National expects to reimburse these institutional holders for their reasonable expenses in connection with these activities. Citizens National has also retained Regan & Associates, Inc., a proxy solicitation firm, to assist in the solicitation of proxies for a fee not to exceed $7,000, including expenses.

Record Date

The close of business on January 12, 2018 has been fixed as the record date for determining the Citizens National stockholders entitled to receive notice of and to vote at the special meeting. At that time, 1,440,727 shares of Citizens National common stock were outstanding and entitled to vote at the special meeting, held by approximately 791 holders of record.

Quorum and Voting Rights

The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Citizens National common stock entitled to vote is necessary to constitute a quorum at the special meeting. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present. A broker non-vote occurs when a bank, broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

Brokers, banks, and other nominees holding shares of Citizens National common stock in “street name” may only vote your shares of Citizens National common stock on the merger proposal and the adjournment proposal if you provide instructions on how to vote. If you do not provide instructions on how to vote by filling out the voter instruction form sent to you by your broker, bank or other nominee, your shares will not be voted on any proposal with respect to which you did not provide instructions. Abstentions and broker non-votes will have the same effect as a vote against approval of the merger proposal and the adjournment proposal.

In addition, a failure to vote shares of Citizens National common stock by proxy or in person will have the same effect as a vote against the merger proposal and against the adjournment proposal.

As of the record date, Citizens National directors and executive officers, and their affiliates, beneficially held approximately 18.4% of the outstanding shares of Citizens National common stock entitled to vote at the special meeting. Citizens National currently expects that each of these individuals will vote their shares

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of Citizens National common stock in favor of the proposals to be presented at the special meeting. Further, Citizens National directors have entered into support agreements that obligate each director to vote shares of Citizens National common stock over which each such director has sole voting and dispositive power for approval of the merger agreement, the merger and the other transactions contemplated thereby. The shares subject to these support agreements represent approximately 13.2% of the shares of Citizens National common stock outstanding.

If you sign, date and return your proxy card but make no specification on your proxy card as to how you want your shares voted, your proxy will be voted “FOR” each of the proposals described above. If you are a holder of Citizens National common stock and you submit a proxy in which you abstain from voting, the abstention will be counted toward a quorum at the Citizens National special meeting.

Attending the Special Meeting

All holders of Citizens National common stock, including holders of record and stockholders who beneficially hold their stock through banks, brokers or other nominees, are invited to attend the special meeting. Stockholders of record on the record date can vote in person at the special meeting. If you beneficially hold your shares in “street name,” you must obtain a written proxy executed in your favor from your bank, broker or other nominee as record holder of your shares to be able to vote in person at the special meeting. If you plan to attend the special meeting, you must either hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership, and you must bring a form of personal photo identification with you in order to be admitted. Citizens National reserves the right to refuse admittance to anyone without proper proof of share ownership and without proper photo identification.

Dissenters’ Appraisal Rights

The holders of Citizens National common stock are entitled to dissent from the merger agreement and to receive a cash payment for the appraised value of their dissenting shares, provided they follow certain procedures. For more information on these dissenters’ rights, see “The Merger — Dissenters’ Appraisal Rights” beginning on page 49.

PROPOSALS TO BE CONSIDERED AT THE CITIZENS NATIONAL SPECIAL MEETING

Approval of the Merger Proposal (Proposal No. 1)

Citizens National is asking its stockholders to approve the merger agreement. For a detailed discussion of the merger, including the terms and conditions of the merger agreement, see “The Merger Agreement” beginning on page 54. As discussed in detail in the sections entitled “The Merger — Citizens National’s Reasons for the Merger; Recommendation of Citizens National’s Board of Directors” beginning on page 39, after careful consideration, the Citizens National board of directors determined that the terms of the merger agreement and the transactions contemplated thereby are in the best interests of Citizens National and the board unanimously approved the merger agreement. Accordingly, Citizens National’s board of directors unanimously recommends that Citizens National stockholders vote “FOR” the merger proposal.

Required Vote.   Approval of the merger proposal requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of Citizens National common stock entitled to vote at the special meeting. You are entitled to one vote for each share of Citizens National common stock you held as of the record date. Because the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote at the special meeting is needed in order to proceed with the merger, an abstention or broker non-vote, or the failure to vote, will have the effect of a vote against approval of the merger agreement.

Recommendation of the Citizens National Board of Directors.   The Citizens National board of directors recommends that you vote “FOR” approval of the merger proposal. See “The Merger — Citizens National’s Reasons for the Merger; Recommendation of Citizens National’s Board of Directors” beginning on page 39 for a more detailed discussion of the Citizens National board of directors’ recommendation.

Approval of the Adjournment Proposal (Proposal No. 2)

If at the Citizens National special meeting the number of shares of common stock present in person or represented by proxy and voting in favor of the merger proposal is insufficient to approve such proposal,

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management may move to adjourn, postpone or continue the special meeting on one or more occasions in order to enable the board of directors to continue to solicit additional proxies in favor of such proposal; however, the special meeting may not be adjourned, postponed or continued to a date later than July 11, 2018. In that event, you will be asked to vote only upon the adjournment proposal and will not be asked to vote on the merger proposal at the special meeting.

In this proposal, Citizens National is asking the Citizens National stockholders to authorize the holder of any proxy solicited by its board of directors to grant to the Citizens National board of directors the authority to adjourn, postpone or continue the special meeting and any later adjournments. If the Citizens National stockholders approve this proposal, Citizens National could adjourn, postpone or continue the special meeting, and any adjourned session of the special meeting on one or more occasions, to use the additional time to solicit proxies in favor of the merger proposal, including the solicitation of proxies from the stockholders that have previously voted against such proposal. Among other effects, approval of this proposal could mean that, even if proxies representing a sufficient number of votes against the approval of the merger proposal have been received, Citizens National could adjourn, postpone or continue the special meeting without a further stockholder vote on such proposal and seek to convince the holders of those shares to change their votes to vote in favor of such proposal.

Generally, if the special meeting is adjourned, no notice of the adjourned meeting is required to be given to stockholders, other than an announcement at the special meeting of the place, date and time to which the meeting is adjourned.

Required Vote.   Approval of the adjournment proposal requires the affirmative vote of a majority of the outstanding shares of Citizens National common stock entitled to vote at the special meeting, assuming a quorum is present. An abstention or broker non-vote, or the failure to vote, will have the effect of a vote against approval of this proposal.

Recommendation of the Citizens National Board of Directors.   The Citizens National board of directors believes that if the number of shares of Citizens National common stock present in person or represented by proxy at the Citizens National special meeting and voting in favor of the merger proposal is insufficient to approve such proposal, it is in the best interests of the Citizens National stockholders to enable the board of directors, for a limited period of time, to continue to seek to obtain a sufficient number of additional votes to approve the merger proposal. The Citizens National board of directors unanimously recommends that stockholders vote “FOR” the approval of the adjournment proposal.

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THE MERGER

The following discussion contains certain information about the merger. The discussion is subject to and is qualified in its entirety by reference to the merger agreement, which is attached as Appendix A to this proxy statement/prospectus and incorporated herein by reference. We urge you to read carefully this proxy statement/​prospectus, including the merger agreement attached as Appendix A, for a more complete understanding of the merger.

General Information

The Old Point board of directors, the Old Point National Bank board of directors and the Citizens National board of directors have each approved the merger agreement, which provides for the merger of Citizens National with and into Old Point National Bank, with Old Point National Bank being the surviving bank in the merger.

Pursuant to the terms of the merger agreement, as a result of the merger each share of Citizens National common stock issued and outstanding before the merger (other than shares owned directly or indirectly by Old Point or Old Point National Bank or any of their subsidiaries, in each case except for shares held by them in a fiduciary capacity or in satisfaction of a debt previously contacted, or dissenting shares) will be converted into the right to receive 0.1041 shares of Old Point common stock and $2.19 in cash, with cash paid in lieu of any fractional shares of Old Point common stock. The merger consideration, including the conversion ratio, is fixed and will not be adjusted to reflect any stock price fluctuations prior to completion of the merger.

As of the date of this proxy statement/prospectus, Old Point expects that it will issue approximately 149,979 shares of Old Point common stock to the holders of Citizens National common stock in the merger, based on 1,440,727 shares of Citizens National common stock outstanding as of the record date for the Citizens National special meeting. At the completion of the merger, it is expected that there will be issued and outstanding approximately 5,169,683 shares of Old Point common stock, with current holders of Old Point common stock owning approximately 97% of Old Point’s outstanding common stock and current holders of Citizens National common stock owning approximately 3% of Old Point’s outstanding common stock.

Background of the Merger

The merger agreement is the result of arms-length negotiations between representatives of Old Point and representatives of Citizens National, during which the parties consulted their respective legal and financial advisors. The following is a brief discussion of the background of these negotiations.

As part of its ongoing consideration and evaluation of its business and plans and review of its strategic opportunities, Citizens National periodically has reviewed and assessed various strategic alternatives, including whether it should continue as an independent entity, raise capital to support future growth or combine with a larger financial institution.

Similarly, the Old Point board of directors and management have, from time to time, engaged in long-term strategic reviews and considered ways to enhance stockholder value and Old Point’s performance and prospects in light of industry and market conditions, including through potential strategic transactions such as an acquisition of another financial institution.

In the spring of 2016, management of Citizens National was contacted by an investor group interested in partnering with the bank through a capital infusion in Citizens National. In reviewing and evaluating this proposal, management and the executive committee of the board of directors of Citizens National determined, among other things, to gather more details about such a transaction and to engage an investment banking firm to advise Citizens National and determine a fair price for Citizens National’s common stock in connection with either a stock issuance or a sale of the bank. On June 3, 2016, Citizens National engaged Performance Trust for that purpose.

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During the summer and fall of 2016, management of Citizens National continued to explore various alternatives to maintain its competitiveness and increase stockholder value, including informal meetings with representatives of various parties about a potential merger with Citizens National. Also during this time, Citizens National continued conversations with the aforementioned investor group, who proposed a new structure in which it would acquire all of the common stock of Citizens National through the formation of a new holding company.

In December 2016, members of the board of directors and management of Citizens National met with representatives of another financial institution to discuss a potential merger between the two parties. As a result of this meeting and to facilitate ongoing communication between the parties, Citizens National executed a confidentiality agreement with that institution on January 4, 2017. Also at that time, the institution delivered a non-binding indication of interest to Citizens National to acquire Citizens National in a merger transaction. After receiving this proposal, Citizens National engaged Performance Trust to evaluate and advise Citizens National in connection with such a business combination transaction.

Also in January 2017, Citizens National continued to review and discuss the proposal from the investor group to acquire Citizens National, including financial, social and employment terms.

On January 12, 2017, representatives of the board of directors of Citizens National met with Gary S. Penrose of Performance Trust to review and discuss both proposals. At the meeting, the board members and Mr. Penrose discussed these proposals and the process for exploring strategic business combinations to create value for Citizens National’s stockholders, and Mr. Penrose requested additional information regarding Citizens National and the other parties. In addition, Citizens National requested that Performance Trust identify and analyze other parties that might have an interest in a business combination with Citizens National and a financial ability to do so.

On January 19, 2017, at a regularly scheduled meeting of the board of directors of Citizens National, Oliver D. Creekmore, the Chairman of the board of directors, informed the board of the preliminary discussions with two parties interested in partnering with Citizens National. At the Chairman’s suggestion, the board of directors created a special committee of the board and authorized that committee to evaluate potential business combination opportunities and proposals.

On February 2, 2017, the special committee and management of Citizens National met with Performance Trust. At that meeting, Performance Trust provided information on the current market conditions in the banking industry and recent merger and acquisition activity. In addition, Performance Trust presented its analysis of the aforementioned proposals and of other banks that potentially could have interest in acquiring Citizens National, including the financial impact on each party of such a transaction and its financial ability to meet Citizens National’s pricing expectations. Performance Trust also discussed customer and community impact and other operational concerns. After discussion, the special committee authorized Performance Trust to prepare a confidential informational memorandum for the purpose of contacting institutions to solicit interest in a business combination with Citizens National.

In early March 2017, management of Citizens National had conversations with its legal counsel regarding the status of ongoing discussions with the investor group, its engagement of Performance Trust to undertake a process to solicit additional interest in a business combination with Citizens National, and the board of directors’ fiduciary duties in connection with these actions.

On March 13, 2017, the special committee and management of Citizens National again met with Performance Trust for a status update and to review the confidential informational memorandum. After discussion, the committee authorized Performance Trust to contact three parties that could have an interest in a business combination with Citizens National — Old Point, the institution that previously had delivered a letter of intent, and another bank. In addition, the committee authorized Performance Trust to contact the investor group to inform them of the process that Citizens National was undertaking and that they would consider any proposal from the investor group as part of that process.

In connection with Old Point’s strategic reviews, the board of directors of Old Point National Bank had encouraged Robert F. Shuford, Jr. to engage in preliminary conversations with financial institutions that could be a good fit for a strategic transaction with or acquisition by Old Point. On March 17, 2017, Jeffrey H. Noblin, President and Chief Executive Officer of Citizens National, received a phone call from

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Mr. Shuford, Jr., who suggested that they meet to discuss a potential combination of their banks. On April 3, 2017, Mr. Noblin and Mr. Shuford, Jr. had a phone conversation in which Mr. Noblin provided an overview of Citizens National’s business and operations and the process that it was undertaking, and Mr. Shuford, Jr. expressed preliminary interest in the attractiveness of a combination of the two banks.

From March through May 2017, Performance Trust continued to have discussions with the various parties, including Old Point, about their interest in a potential business combination with Citizens National, and requested that management of Citizens National prepare an online data room for use by the parties that continued to have such an interest. In addition, Performance Trust solicited another bank, which expressed interest in the transaction. In June 2017, certain of these parties entered into non-disclosure agreements with Citizens National to allow access to the data room to facilitate due diligence and further analysis of a potential business combination.

During June 2017, two of the banks that previously had expressed interest determined for a variety of reasons not to pursue further discussions with Citizens National. On June 28, 2017, Mr. Noblin provided a status update to the special committee that conversations were progressing primarily with two interested parties, including Old Point. Performance Trust also informed Citizens National that it had requested a deadline of July 24, 2017 for written offers from interested parties.

On July 10, 2017, Messrs. Creekmore and Noblin met with Mr. Shuford, Jr. and Jeffrey W. Farrar, Executive Vice President and Chief Financial Officer of Old Point, to discuss additional background information about Citizens National, including its historical and current business and operations and outlook, as well as Old Point’s continued interest in a business combination with Citizens National.

On July 11, 2017, Messrs. Creekmore and Noblin met with representatives of the other interested bank to discuss Citizens National’s background, historical and current business and operations and outlook, the process that it was undertaking and a potential business combination between the two institutions. On July 24, 2017, representatives of this bank contacted Mr. Noblin to indicate that, after thorough deliberation, it was withdrawing its interest with respect to a transaction with Citizens National due to several other ongoing projects.

On July 26, 2017, representatives of Old Point contacted Performance Trust to indicate Old Point’s continued interest in a transaction with Citizens National, which Old Point intended to discuss with its board of directors at their next regular meeting in August.

On August 8, 2017, at its regular monthly meeting, the board of directors of Old Point discussed a proposed nonbinding indication of interest for the acquisition of Citizens National. Mr. Shuford, Jr. and Mr. Farrar reviewed with the board the strategic rationale and benefits of acquiring Citizens National. Mr. Farrar reviewed with the board a merger analysis prepared for the company by its financial advisor which included discussion of the current environment for merger and acquisition transactions, key modeling assumptions, estimated cost savings detail, contribution analysis, GAAP earnings per share impact, pro-forma capital levels and sensitivity analyses. Following thorough discussion, the board authorized Old Point’s management to proceed with the non-binding indication of interest.

On August 14, 2017, Citizens National received a written, non-binding indication of interest from Old Point for the acquisition of Citizens National for cash consideration of  $5.25 per share of Citizens National common stock. In the proposed transaction, Citizens National would be merged into Old Point National Bank, with Old Point National Bank as the surviving bank.

On August 16, 2017, the special committee of the board of directors of Citizens National held a meeting to discuss the indication of interest from Old Point. At the meeting, Performance Trust presented an analysis of the indication of interest, as well as additional information about Old Point and an updated presentation of current market conditions in the banking industry, recent merger and acquisition activity, and valuation metrics in comparable transactions. Following extensive deliberation of the potential combination with Old Point and the proposed terms, the special committee instructed management and Performance Trust to undertake further negotiations with Old Point. In particular, the special committee requested an increase in the merger consideration and that Old Point offer a portion of the merger consideration in Old Point common stock so that Citizens National’s stockholders could benefit from the combined company’s potential growth and stock appreciation. The special committee also requested that

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the indication of interest address retention of Citizens National’s employees and advisory board representation for Citizens National directors. The special committee also indicated that, following further negotiation with Old Point on Citizens National’s proposed counteroffer, it would meet with Performance Trust and the full board of directors to review the status of discussions with interested parties.

On August 17, 2017, at the regularly scheduled meeting of the board of directors of Citizens National, Mr. Creekmore updated the board that a primary partner had emerged that the special committee believed was a viable merger partner and that discussions were ongoing.

On August 25, 2017, Old Point submitted a revised non-binding indication of interest to Citizens National with proposed merger consideration for each share of Citizens National common stock consisting of 0.1041 shares of Old Point common stock (representing approximately 60% of the merger consideration) and $2.19 in cash, which implied a purchase price of  $5.47 per share of Citizens National based on the 20-day volume weighted average price of Old Point’s common stock on August 24, 2017. The proposed merger consideration would not be adjusted for changes in Old Point’s or Citizens National’s stock price before the closing of the transaction.

On August 30, 2017, the special committee of the board of directors of Citizens National held a meeting to discuss the revised indication of interest from Old Point. At the meeting, Performance Trust presented its analysis of the revised terms, in particular the change to 60% stock consideration and the increase in purchase price. Following thorough discussion of the revised proposal, the special committee determined to proceed with further discussions with Old Point and to submit the revised indication of interest to the full board of directors of Citizens National.

On September 12, 2017, at a special meeting of the board of directors of Citizens National, representatives of Performance Trust updated the board of directors on the status of negotiations and developments with Old Point and presented the terms of the revised indication of interest from Old Point. After discussion, the board of directors authorized Citizens’ management to execute the indication of interest, to proceed with the due diligence process and to move forward with discussions with Old Point on terms similar to those in the revised indication of interest. The board of directors also requested that Performance Trust inquire if Old Point was willing to increase the proportion of stock consideration in the proposed transaction. On September 14, 2017, Mr. Noblin executed the non-binding indication of interest and delivered it to Performance Trust to deliver to Old Point.

Following the September 12, 2017 meeting and the execution of the non-binding indication of interest, the parties pursued further discussions concerning a potential merger. In connection with these discussions, and continuing up until the signing of the definitive merger agreement, representatives and advisors of each of Old Point and Citizens conducted extensive business, legal and financial due diligence investigations. Throughout this period, Citizens National updated its electronic data room for use by Old Point and its representatives and advisors in connection with its ongoing due diligence of Citizens National.

On October 3, 2017, Messrs. Noblin and Shuford, Jr. had dinner to further discuss the terms of the merger and to allow Mr. Shuford, Jr. to ask questions and further discuss the background, history and outlook of Citizens National, how their respective organizations might be integrated and potential severance compensation for displaced employees of Citizens National.

On October 17, 2017, representatives of Performance Trust and Citizens’ legal counsel, Williams Mullen, conducted due diligence regarding the business and affairs of Old Point at Old Point’s offices in Hampton, Virginia.

Also on October 17, 2017, Troutman Sanders LLP, counsel to Old Point, delivered an initial draft of the merger agreement to Williams Mullen. Over the next several days, Williams Mullen reviewed and discussed the merger agreement with Citizens National’s senior management and Performance Trust. On October 20, 2017, Williams Mullen delivered comments on the draft merger agreement and related documents to Troutman Sanders LLP.

From October 20 through October 26, 2017, Old Point, Citizens National and their respective financial advisors and legal counsel continued to negotiate the terms of the merger agreement and related documents and various matters related to the proposed combination of Old Point and Citizens National. During this time, Old Point declined to offer more than 60% of the merger consideration in stock.

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The boards of directors of Old Point and Old Point National Bank convened a joint meeting on October 26, 2017, at which meeting all directors were present, to consider the proposed merger and the merger agreement. A representative of Old Point’s financial advisor presented additional financial analysis of the transaction. Representatives of Old Point’s outside legal counsel, Troutman Sanders LLP, advised the Old Point board of directors regarding the directors’ fiduciary duties, the legal structure and terms of the proposed transaction, and the proposed merger agreement, and addressed other matters related to the merger and advised the boards of directors generally regarding the merger. Members of the Old Point board of directors asked questions on the due diligence results to which representatives of Old Point management, Old Point’s financial advisor and Troutman Sanders LLP responded. After detailed discussion and careful deliberation, the boards of directors of Old Point and Old Point National Bank each unanimously (i) determined that the merger agreement and the transactions contemplated thereby were advisable and in their stockholders’ best interests, and (ii) approved and adopted the merger agreement and approved the merger.

On October 26, 2017, the board of directors of Citizens National held a special meeting, with representatives of Performance Trust and Williams Mullen present, to discuss the proposed transaction. During this meeting, the board considered the fairness of the proposed transaction with Old Point to Citizens National from a financial point of view compared with continuing to operate as an independent community bank. At the meeting, a representative of Performance Trust reviewed a summary of the process that Citizens National and Old Point had engaged over the past year and presented an analysis of the merger, among other things, compared to comparable transactions. In addition, Performance Trust provided an oral opinion (which was subsequently confirmed in writing) that, based upon and subject to the assumptions, limitations, qualifications and conditions set forth in its written opinion, as of the date of the meeting, the merger consideration to be paid to the holders of Citizens National common stock was fair to the holders of Citizens National common stock from a financial point of view. Representatives of Williams Mullen advised the Citizens National board of directors regarding the legal structure and terms of the proposed transaction, the proposed merger agreement and the directors’ fiduciary duties. After detailed discussion and careful deliberation, the Citizens National board of directors unanimously (i) determined that the merger agreement and the transactions contemplated thereby were advisable, and fair to and in the best interests of Citizens National, (ii) approved and adopted the merger agreement and approved the merger and the other transactions contemplated thereby, and (iii) recommended the approval and adoption of the merger agreement and the transactions contemplated thereby by Citizens National’s stockholders.

In the evening of Friday, October 27, 2017, Old Point and Citizens National executed the definitive merger agreement. Old Point and Citizens issued a joint press release publicly announcing the transaction prior to the opening of financial markets on Monday, October 30, 2017.

Citizens National’s Reasons for the Merger; Recommendation of Citizens National’s Board of Directors

After extensive review and discussion, Citizens National’s board of directors, at a meeting held on October 26, 2017, unanimously determined that the merger agreement is in the best interests of Citizens National and its stockholders. Accordingly, Citizens National’s board of directors adopted and approved the merger agreement and unanimously recommends that Citizens National stockholders vote “FOR” the approval of the merger proposal and “FOR” the approval of the adjournment proposal.

In reaching its decision to adopt and approve the merger agreement and to recommend that its stockholders approve the merger agreement, the Citizens National board of directors consulted with Citizens National management, as well as its financial and legal advisors, and considered a number of factors, including, without limitation, the following material factors:

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a review of the prospects, challenges and risks of Citizens National remaining independent versus merging with Old Point given the current and prospective environment in the financial services industry, including national and local economic conditions, competition and consolidation in the financial services industry, and the regulatory and compliance environment;

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the ability of Citizens National’s stockholders to benefit from the combined company’s potential growth and stock appreciation, and the expectation that the combined company will have superior future earnings and prospects compared to Citizens National’s earnings and prospects on an independent basis;

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the expected cash dividend payments to be received by Citizens National’s stockholders, as stockholders of Old Point following the merger, due to the quarterly cash dividend paid by Old Point (currently $0.11 per share), although Old Point has no obligation to pay dividends in any particular amounts or at any particular times;

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the advantages of being part of a larger entity, including the expectation of cost savings and operating efficiencies and the ability of a larger institution to compete in the banking environment and to leverage overhead costs, including the cost of financial technology, which the Citizens National board believes is likely to continue to increase in the future;

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the financial and other terms of the merger, including that Citizens National stockholders will receive Old Point common stock for a portion of their shares of Citizens National common stock, enabling them to participate in any growth opportunities of the combined company;

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the financial analyses delivered to Citizens National’s board of directors by representatives of Performance Trust as well as the opinion of Performance Trust rendered to Citizens National’s board of directors on October 27, 2017 with respect to the fairness, from a financial point of view, to the holders of Citizens National common stock of the merger consideration;

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the value of Old Point common stock and information concerning the financial performance and condition, business operations, capital levels, asset quality, loan portfolio breakdown, and prospects of Old Point, taking into account the results of Citizens National’s due diligence investigation of Old Point;

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that Old Point common stock is traded on the NASDAQ Capital Market and has substantially greater liquidity than Citizens National common stock;

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the compatibility of Citizens National’s business, operations and culture with those of Old Point;

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the possible effects of the proposed merger on Citizens National’s employees and customers;

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Citizens National’s and Old Point’s similar commitments to their communities; and

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the likelihood that the merger will be completed on a timely basis, including the likelihood that the merger will receive all necessary regulatory approvals in a timely manner.

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The Citizens National board also considered the risks and potential negative factors outlined below, but concluded that the anticipated benefits of combining with Old Point were likely to outweigh substantially these risks and factors. These risks included:

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that certain of Citizens National’s officers have interests in the merger that are in addition to their interests generally as Citizens National stockholders, which have the potential to influence such officers’ views and actions in connection with the merger;

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the challenges of integrating Citizens National’s business, operations and employees with those of Old Point, including considering that the merger would be Old Point’s first bank acquisition;

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the risk that the benefits and cost savings sought in the merger would not be fully realized;

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the risk that the merger would not be consummated;

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the effect of the public announcement of the merger on Citizens National’s customer relationships, its ability to retain employees and the potential for disruption of Citizens National’s ongoing business;

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the potential risk of diverting management attention and resources from the operation of Citizens National’s business and towards the completion of the merger;

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that while the merger is pending, Citizens National will be subject to restrictions on how it conducts business that could delay or prevent Citizens National from pursuing business opportunities or preclude it from taking actions that would be advisable if it was to remain independent; and

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