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2026 PROX Y S TATEMENT

ANNUAL MEETING OF SHAREHOLDERS

Wednesday, May 20, 2026 • 11:30 AM • Virginia Beach Convention Center

Your vote is important. Please vote your shares soon!

April 10, 2026

Dear Fellow Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of TowneBank. It will be held on Wednesday, May 20, 2026, at 11:30 a.m. Eastern Time at the Virginia Beach Convention Center, 1000 19th Street, Virginia Beach, Virginia.

At the meeting, we will vote to elect 10 directors; ratify the appointment of Forvis Mazars, LLP as TowneBank's independent auditors for 2026; and approve, on a non-binding advisory basis, TowneBank's Named Executive Officer compensation.

We encourage you to take a few minutes to review the 2025 Chairman's Report that accompanies this Proxy Statement where we share our perspective on 2025 and highlight many of the successes we experienced during this past year.

We are excited to gather in person for our traditional meeting, which gives us the opportunity to see so many of you and to thank you personally for your loyalty.

Whether or not you plan to attend, please cast your vote over the Internet or by telephone, or you may complete, sign, date, and return the enclosed proxy card as soon as possible in the postage-paid envelope provided.

As always, we deeply appreciate and value your continuing support which keeps our hometown spirit of caring alive. Together we are Serving Others and Enriching Lives.

Sincerely,

G. Robert Aston, Jr.

Executive Chairman

William I. Foster III

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Date and Time Wednesday, May 20, 2026 11:30 a.m., Eastern Time

Location

Virginia Beach Convention Center,

1000 19th Street, Virginia Beach, Virginia

Record Date

March 26, 2026

1. To elect 10 directors;

2. To ratify the selection of Forvis Mazars, LLP, certified public accountants, as independent auditors of TowneBank for 2026;

3. To approve, on a non-binding advisory basis, TowneBank's Named Executive Officer compensation; and

4. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

A copy of TowneBank's Annual Report for fiscal year 2025 is included for your information.

The Board of Directors has fixed March 26, 2026, as the record date for determination of shareholders entitled to notice of and to vote at the meeting and any adjournments thereof.

You may vote in any of the following ways.

By Order of the Board of Directors

Robyn S. Leavy

Secretary to the Board

April 10, 2026

PROXY STATEMENT SUMMARY

This summary highlights information that is contained elsewhere in this Proxy Statement. You should carefully read this Proxy Statement in its entirety before voting, as this is a summary and does not contain all of the information that you should consider.

Date and Time: Meeting Site: Record Date and Voting:

Wednesday, May 20, 2026 11:30 a.m. Eastern Time

Virginia Beach Convention Center

1000 19th Street Virginia Beach, Virginia

TowneBank shareholders as of the record date, March 26, 2026, are entitled to vote on the matters presented at the meeting. Each share of common stock of the Company is entitled to one vote for each director nominee and one vote on each other matter presented.

DIRECTOR NOMINEES

DIRECTOR NOMINEE-CLASS III-TERM TO EXPIRE IN 2028

Steven W. Jones 2026

G. Robin Perkins, III 2026 ✓ ✓

2026 Proxy Statement / I

ABOUT TOWNEBANK

TowneBank (Nasdaq: TOWN) was founded in 1999, based on the idea of personal relationships, excellent service, and having the most respected and experienced bankers in each market we serve. We offer a full range of banking and financial services through our controlled divisions and subsidiaries.

THE TOWNEBANK CULTURE

Caring

Trust

Love

Humility

Empathy

Family

Passion

Sense of

Belonging

Generosity

II / 2026 Proxy Statement

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

As a relationship-driven and community-focused company, we are committed to delivering on each of our guiding principles while balancing the interests of our shareholders, our communities, our customers (whom we call our members), and our employees. We believe our employees are one of our most important and valuable assets, and we strive to create a warm sense of belonging. We believe our strong culture strengthens our bond with the communities we serve.

Community Engagement and Impact

¶ TowneBank seeks to enhance the quality of life in the communities we serve.

¶ Committed to invest over

$53 million in Federal low-income housing tax credits, providing families with more than 500 affordable housing opportunities.

¶ Approximately $17.30 million in charitable contributions supporting approximately 1,500 nonprofit organizations.

Social Engagement and Impact

¶ "Going to Towne" program provides many opportunities for employees to give back through volunteering, board service, and donations.

¶ Over 12,700 self-reported volunteer hours at more than 485 different organizations.

¶ Employees personally donated over $750,000 through the United Way Workplace Giving Campaign.

Business Ethics Code of Conduct

¶ Executive Code of Ethics certified annually.

¶ Employee handbook includes the Company Code of Conduct and employees must certify receipt annually.

¶ Both the Code of Ethics and the Code of Conduct approved by the Board annually.

Governance

¶ Enterprise Risk Management Committee led by independent director with oversight of ERM policies and standards.

¶ Retaliation-free whistleblower policy for employees with annual training.

¶ Conflict of Interest policy for directors and executive officers with Audit Committee oversight.

Data Privacy and Cybersecurity

¶ Employees receive mandatory annual training in information security.

¶ Engage independent third parties to conduct internal and external penetration testing and risk assessments.

¶ Routinely conduct exercises to raise data security awareness.

Human Capital Management

¶ Periodic employee engagement surveys are conducted on topics such as career satisfaction and member experience.

¶ Career development training programs readily available.

¶ Competitive compensation and employee benefits plans.

Diversity and Inclusion

¶ Diversity & Inclusion Council chaired by Chief Executive Officer.

¶ College focused recruitment programs in place.

¶ Women represent approximately 66% of our workforce, and approximately 19% of our team members identify as minorities.

Employee Well-Being

¶ Non-Discrimination and Harassment Policy updated annually.

¶ Networking circles exist to create safe spaces for colleagues to celebrate victories and embrace differences.

¶ Unconscious bias training occurs annually.

2026 Proxy Statement / III

TOWNEBANK AT A GLANCE

Earnings Growth

21.9%

CAGR FY00 - FY25

#1

in Hampton Roads1

Ranked on

Best Banks List2

8 Years in a Row

Total Assets

$19.7B

ROTCE

11.06%

Total Loans

$13.3B

Total Deposits

$16.5B

ROAA

0.92%

NIM (FTE)

3.42%

NIB Deposits / Total Deposits

31%

10 Year Total Shareholder Return3

112%

1. Source: FDIC Summary of Deposits for the VA Beach-Norfolk-Newport News, VA MSA, data as of June 30, 2025

2. © 2025, Forbes Media LLC. Used with permission

3. Total Return as of 12/31/2025; Source: S&P Global, data collected 01/19/2026 Note: Financial results for the year ended December 31, 2025

   OUR BANK REACH

   Richmond

   VIRGINIA

   Hampton Roads

   Outer Banks

   Winston Salem

   NORTH CAROLINA

   Greensboro

   Raleigh/Cary

   Greenville

   Charlotte

   Sanford

   Greenville

   Fayetteville

   Oconee

   Anderson Morehead City

   Wilmington

   SOUTH CAROLINA

   Charleston

   
   
   

   IV / 2026 Proxy Statement

   
   
   

   PROXY STATEMENT SUMMARY

Our Board of Directors ("Board") works in partnership with our management team to serve all our stakeholders. Our directors, who live and work in the local communities we serve, represent a variety of skills, knowledge, experience, and perspectives. In particular, they have considerable community banking experience, which gives them valuable insight into the increasingly complex regulatory and operating environment that banking institutions must navigate. The Board is committed to overseeing our efforts to integrate ESG principles and practices throughout the organization.

Governance highlights include:

2026 Proxy Statement / V

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS May 20, 2026

GENERAL

We are providing these proxy materials in connection with the solicitation of proxies by the Board of Directors of TowneBank for the 2026 Annual Meeting of Shareholders (the "Annual Meeting") to be held on Wednesday, May 20, 2026. In this Proxy Statement, we refer to the Board of Directors as the "Board" and to TowneBank as "we," "us," or "the Company." The approximate mailing date of this Proxy Statement and accompanying proxy is April 10, 2026.

Only shareholders of record of the Company's common stock at the close of business on March 26, 2026, are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. As of the close of business on March 26, 2026, there were 92,366,411 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. The Company has no other class of voting stock outstanding. Each share of common stock entitles the record holder thereof to one vote upon each matter to be voted upon at the Annual Meeting.

A majority of the votes entitled to be cast, represented by attendance at the meeting or by proxy, will constitute a quorum for the transaction of business. Shares for which the holder has elected to abstain or to withhold the proxies' authority to vote on a matter will count toward a quorum, but will not be included in determining the number of votes cast with respect to such matter. Shares held by brokers, banks or other nominees in street name ("broker shares") that are voted on any matter are included in the quorum. Broker shares that are not voted on any matter will not be included in determining whether a quorum is present.

We encourage you to complete and return the proxy card accompanying this Proxy Statement, regardless of whether you plan to attend the Annual Meeting. For your convenience, a postage-paid return envelope is enclosed. You may also vote over the Internet at the website shown on your proxy card, or by telephone through the number shown on your proxy card. Proxies will extend to, and will be voted at, any adjourned session of the Annual Meeting.

Execution of a proxy will not affect a shareholder's right to attend the Annual Meeting and to vote in person during the meeting. Any shareholder who has executed and returned a proxy may revoke it by attending the Annual Meeting and voting in person during the meeting. A shareholder may also revoke his or her proxy at any time before it is exercised by filing a written notice with the Company or by submitting a proxy bearing a later date.

The cost of solicitation of proxies will be paid by the Company. Solicitation is being made by mail and, if necessary, may be made in person, by telephone or other electronic communication or by special letter by officers and employees of the Company, acting without compensation other than regular compensation. The Company will also request brokerage firms, banks, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares of common stock as of the record date and will reimburse such persons for the cost of forwarding the proxy materials in accordance with customary practice. The Company has engaged Georgeson LLC to assist the Company in the solicitation of proxies for the Annual Meeting for a fee of $20,000, plus certain expenses.

2026 Proxy Statement / 1

ELECTION OF DIRECTORS - PROPOSAL ONE

The Company's Board of Directors is divided into three classes (I, II and III), with staggered terms, and the term of office for the Class I directors will expire at the Annual Meeting. Each of the nominees in the election of directors currently serves as a director of the Company. If elected, the Class I nominees will serve until the Annual Meeting of Shareholders held in 2029, the Class II nominee will serve until the Annual Meeting of Shareholders held in 2027, and the Class III nominee will serve until the Annual Meeting of Shareholders held in 2028.

As a term of the acquisition of Dogwood State Bank ("Dogwood"), the Company agreed to appoint one of Dogwood's directors to the Board when the acquisition closed. G. Robin Perkins, III was thus appointed to the Board of Directors in January 2026.

The affirmative vote of a plurality of the votes cast at the Annual Meeting is required for the election of directors. This means that the nominees receiving the greatest number of affirmative votes cast at the Annual Meeting will be elected. A properly returned proxy indicating "withhold" with respect to the election of one or more directors will not be voted with respect to the director or directors indicated. Broker non-votes will not be counted as votes cast on the proposal and will have no effect on the election of directors.

Each of the nominees has indicated the willingness to serve if elected. If any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting, then shares represented by properly executed proxies will be voted at the discretion of the persons named in those proxies for such other person as the Board may designate. We do not presently expect that any of the nominees will be unavailable.

Juan M. Montero, II and Robert C. Hatley are not standing for re-election at the Annual Meeting and will transition to emeritus status. Our Board is deeply grateful for the extraordinary contributions each of these Board members made to aid in the growth and success of the Company.

✓

The following table provides the business experience for at least the past five years and other information with respect to each director and director nominee for election at the Annual Meeting, followed by a statement regarding the specific experience, qualifications, attributes or skills that led the Board to conclude that each director or director nominee should serve as a director of the Company. An asterisk (*) notes that the director is an "independent director" as defined in Rule 5605(a)(2) of the Marketplace Rules of The Nasdaq Stock Market, LLC ("Nasdaq").

2 / 2026 Proxy Statement

Jeffrey F. Benson (64)* Director since 2016

Mr. Benson has served as Vice Chairman of the Board of Directors of TowneBank since the merger of Monarch Financial Holdings, Inc. ("Monarch") with TowneBank in 2016. Mr. Benson has served as a partner of The Overton Group, Inc. (real estate development and management), Suffolk, Virginia, since 1985. He served as a director of Monarch until the merger with TowneBank in 2016.

Mr. Benson's companies are involved in the development and management of commercial real estate, residential development and construction, as well as office and industrial development. Mr. Benson is active in local youth activities. He also serves on the Board of Trustees of Liberty University. Mr. Benson's significant involvement in the residential and commercial real estate markets provides meaningful value and insight to the Board.

Richard Cullen (78)* Director since 2026

Mr. Cullen has enjoyed a distinguished legal career with decades of experience in both public service and private practice. Most recently, he served as Counselor to Virginia Governor Glenn Youngkin during his term in office from 2022 to 2026, and he has been a partner with Torridon Law PLLC, a law firm based in Washington, D.C., since February 2026. Mr. Cullen spent most of his career, from 1977 to 2022, in private practice with McGuireWoods, LLP, an international law firm based in Richmond, Virginia, and he served as the firm's chairman from 2006 to 2017. During that time, he took leave for public service assignments, including serving as Attorney General of Virginia from 1997 to 1998 and as United States Attorney for the Eastern District of Virginia from 1991 to 1993.

Mr. Cullen brings to the board of directors extensive experience in both the public and private sectors and proven leadership abilities, all of which make him a key contributor to our continued success.

Douglas D. Ellis (81)* Director since 2010

Mr. Ellis has served as President of Ellis-Gibson Development Group (real estate development and property management), Virginia Beach, Virginia, since 1988.

Mr. Ellis has over 40 years of experience in commercial real estate, including over 25 years as founder and President of the Ellis-Gibson Development Group. He has also served on the boards of several civic and business organizations, including the Virginia Beach Development Authority. Mr. Ellis' extensive business, civic, and real estate experience in the local community, combined with his service as a TowneBank regional director, makes him a valuable asset to the Board.

William I. Foster III (70) Director since 2005

Mr. Foster became President and Chief Executive Officer of TowneBank on January 1, 2023. Mr. Foster served as President, Central Virginia and the Carolinas, from 2020 to 2022 and as President, Commercial and Real Estate Banking, from 2018 to 2020. He served as President of TowneBank Virginia Beach from 2011 to 2018 and as President of TowneBank Norfolk from 2005 to 2011.

Mr. Foster has over 30 years of experience in the banking industry, with a background in retail, commercial and industrial, and commercial real estate. Mr. Foster's extensive experience in banking and commercial real estate provides significant insight and expertise to our Board.

Howard J. Jung (79)* Director since 2018

Mr. Jung joined TowneBank as a director in 2018 when Paragon was merged into TowneBank. He previously served as Chairman of the Board of Directors of Paragon Bank since 1999, and as Chairman of the Board of Directors of Paragon since 2001, until their merger with TowneBank. He has extensive prior experience as a corporate director, having served as a director of the Ace Hardware Corporation from 1987 to 1996 and as Chairman of the Board at Ace Hardware Corporation from 1998 to 2003. Mr. Jung also owned and served as Vice President of Ace Hardware Stores, Inc., Raleigh, North Carolina, from 1997 to 2016.

Mr. Jung's extensive board and executive management experience, as well as his knowledge of our North Carolina markets, make him an important member of the Board.

2026 Proxy Statement / 3

Stephanie J. Marioneaux (67)* Director since 2010

Dr. Marioneaux has served as an ophthalmologist in Chesapeake, Virginia, since 1989.

Dr. Marioneaux has been active in numerous civic and professional organizations. Dr. Marioneaux was one of five recipients of the Benjamin F. Boyd Humanitarian Medal for Services to the Americas in 2011, presented by the Pan-American Association of Ophthalmology, for her successful efforts to ship over $500,000 of ophthalmology equipment to Haiti after the earthquake in 2011. Dr. Marioneaux provides our Board with a valuable combination of community service experience and banking industry expertise gained through her tenure as a member of the Board and the Company's Chesapeake Regional Board.

Thomas K. Norment, Jr. (80)* Director since 2009

Mr. Norment has served as a Commissioner of Accounts for the City of Williamsburg, Virginia, and James City County, Virginia, since 2009. He also served as a professor at the College of William & Mary from 2008 to 2020. In addition, he is "of counsel" to the law firm of Kaufman & Canoles, P. C., where he was formerly a partner. Mr. Norment represented the 3rd Senatorial District as a Virginia State Senator from 1992 to 2024.

Mr. Norment's experience as an elected public official provides insight into the workings of state government and the issues facing the citizens living and working in our Hampton Roads and Richmond markets.

Alan S. Witt (70)* Director since 2004

Mr. Witt served as Dean of the Luter School of Business at Christopher Newport University, Newport News, Virginia, from 2021 to 2025. Previously, Mr. Witt served as Chief Executive Officer of PBMares, LLP (accounting and business consulting firm), Newport News, Virginia, from its formation in 2013 until his retirement from the firm in 2020. He previously served as Chief Executive Officer of Witt Mares, PLC from 1989 until its merger with PBGH, LLP in 2013. He also served as a director of Harbor Bank from 1996 to 2004, when it was acquired by TowneBank.

Mr. Witt is a licensed CPA and has served numerous clients in various industries, giving him broad-based experience and expertise in financial operating and reporting matters. Mr. Witt provides an expertise in technical auditing and reporting matters related to financial institutions, which, combined with his experience as Chief Executive Officer of a large regional public accounting and business consulting firm, is a unique and valuable asset to the Board.

Steven W. Jones (57) Director since 2026

Mr. Jones has served as the President of the Carolinas since TowneBank acquired Dogwood in January 2026. Mr. Jones was a founder of Dogwood and had served as Chief Executive Officer of Dogwood since 2018 and on its Board of Directors since 2019. As part of an extensive banking career in North Carolina and South Carolina, he served as Executive Vice President and Chief Banking Officer of First National Bank's Carolinas market, Executive Vice President and Chief Banking Officer at Yadkin Bank ("Yadkin"), which merged into First National Bank in 2017, and President of VantageSouth Bank, which merged into Yadkin in 2014. Mr. Jones began his career with leadership roles at RBC Bank (USA) and with Wachovia Bank.

Through his over 30 years of experience, Mr. Jones is a well-known, highly experienced banking executive with experience building banking teams at institutions of various sizes, making him a valuable asset to the Board.

4 / 2026 Proxy Statement

G. Robin Perkins, III (58)* Director since 2026

Mr. Perkins joined the Board in January 2026 following TowneBank's acquisition of Dogwood and he had served as a director of Dogwood since 2019. Since 2022, Mr. Perkins has been a principal in Dominion Realty Partners, a Raleigh, North Carolina-based developer of high-quality and environmentally sensitive commercial and residential properties. In 2023, he founded Spinners Capital LLC, a Sanford, North Carolina-based real estate developer of industrial, multi-family, self-storage properties and firm investing in medium sized companies. From its founding in 1996 until 2023, he served as Chief Executive Officer of Frontier Yarns, now Gildan, Inc., which grew into one of the largest producers of cotton and cotton blend yarns in the world. Mr. Perkins currently serves on the Board of Trustees for North Carolina State University.

Mr. Perkins has extensive operational and leadership experience in various commercial industries and understands the business needs and concerns of many of TowneBank's customers. He also brings to the Board significant experience in Board governance, with his service on the Executive, Audit, Compensation and Corporate Governance Committees and as Chair Risk Committees of Dogwood's Board, in addition to a number of other industry, professional and community associations.

Andrew S. Fine (89) Director since 1999

Mr. Fine serves as Co-Chair of The Runnymede Corporation (real estate development), Virginia Beach, Virginia.

Mr. Fine has an extensive legal, business, and banking background. He has over 50 years of experience serving as a bank director, including 20 years with TowneBank. Mr. Fine's business background and his expertise in banking and legal matters make him a valuable member of the Board.

Frank E. Jenkins, Jr. (60)* Director since 2025

Mr. Jenkins joined the Board following the closing of the Company's acquisition of Village Bank and Trust Financial Corp. ("Village") and its wholly owned subsidiary Village Bank, where he served as a director from 2017 to 2025. He has been Managing Partner of Adams, Jenkins and Cheatham since 1998, one of the largest accounting firms in Virginia. Mr. Jenkins is a licensed Certified Public Accountant in Virginia and North Carolina and is a member of the Virginia Young Presidents' Organization, the American Institute of Certified Public Accountants, the Community Associations Institute, and the Virginia Society of Certified Public Accountants. At Village, he served as Chair of the Audit Committee and on the Executive Committee, Nominating and Corporate Governance Committee and Board Risk Committee.

Mr. Jenkins's experience aligns well with the Company's strategy of working closely with individuals and businesses to solve problems and help businesses grow and prosper. He brings valuable business and accounting experience to the Board as a Certified Public Accountant, business owner and entrepreneur. Mr. Jenkins's substantial network of business and personal relationships will help the Company grow and achieve its strategic goals.

John R. Lawson, II (74)* Director since 2004

Mr. Lawson serves as Executive Chairman of W.M. Jordan Company, Inc. (general construction contractor), Newport News, Virginia. Prior to assuming the Executive Chairman position in 2018, he served as President and Chief Executive Officer of the company. He was a director of Harbor Bank from 1996 to 2004, when it was acquired by TowneBank.

Mr. Lawson provides the valuable perspective gained from more than 48 years of leading a large, general construction firm as the Chief Executive Officer.

2026 Proxy Statement / 5

Aubrey L. Layne, Jr. (69)* Director since 2023

Mr. Layne has been the Executive Vice President and Chief Administrative Officer for Sentara Healthcare (not-for-profit health care delivery system), Norfolk, Virginia, since 2021. Mr. Layne was Secretary of Finance for the Commonwealth of Virginia from 2018 to 2021 and Secretary of Transportation for the Commonwealth of Virginia from 2014 to 2018. He currently serves as the Chair of the Board of Commissioners of the Virginia Port Authority. Mr. Layne served on TowneBank's regional Peninsula Board of Directors until 2014.

Mr. Layne brings years of leadership and business expertise to the TowneBank Board. He has also served on the boards of numerous civic and business organizations. His experience in both the local community and throughout Virginia, combined with his past service as a TowneBank regional director, has created an innovative leader that will help move our Company forward.

W. Ashton Lewis (80)* Director since 1999

Mr. Lewis has served as President of Lewis Gibbs Corporation (automobile dealership holding company), Chesapeake, Virginia, and Treasurer of First Team Automotive Group, Chesapeake, Virginia, since 1999.

Mr. Lewis has over 45 years of experience as the owner/operator of new auto dealerships and over 35 years of experience as a director of banking institutions. Mr. Lewis' experience as a local entrepreneur and his banking industry experience make him an asset to the Board.

R. Scott Morgan (81) Director since 1999

Mr. Morgan retired from TowneBank in 2011. He served as President and Senior Credit Officer of TowneBank from 1999 until his retirement in 2011.

During Mr. Morgan's 47 years in banking and financial services, he served in numerous leadership roles focusing on lending, policy, review, and management. As one of the founding officers of TowneBank, Mr. Morgan brings to our Board a deep understanding of our Company's business, history, and organization, as well as extensive leadership, community banking expertise, and management experience.

Robert M. Oman (71)* Director since 2016

Mr. Oman retired in 2020, upon the sale of his business, Oman Funeral Homes, Inc., Chesapeake, Virginia, where he had served as President since 1985. Mr. Oman served as a director of Monarch until the merger with TowneBank in 2016. He is a former board member and Chairman of the Chesapeake Hospital Authority, which serves as the governing body for the Chesapeake Regional Medical Center.

As a former small business owner and native of Chesapeake. Mr. Oman brings value and insight into our business banking focus as well as the community.

R.V. Owens, III (69)* Director since 2011

Mr. Owens is President and Chief Executive Officer of Honey Badger OBX, LLC (real estate investment firm), Kill Devil Hills, North Carolina.

Mr. Owens' experience as the owner and President of a local retail business, combined with his extensive knowledge of our market area in northeastern North Carolina, makes him a valuable asset to the Board.

6 / 2026 Proxy Statement

G. Robert Aston, Jr. (80) Director since 1999

Mr. Aston served as Chairman of the Board and Chief Executive Officer from the founding of TowneBank in 1998 until 2018. In 2018, Mr. Aston assumed the position of Executive Chairman of the Board. Prior to the founding of TowneBank, Mr. Aston served as President and Chief Executive Officer of BB&T of Virginia from 1995 to 1998 and as President and Chief Executive Officer of Commerce Bank, Virginia Beach, Virginia, from 1985 until its acquisition by BB&T in 1995. Mr. Aston began his career at Citizens Trust Company in 1964 and rose through the ranks to serve as President and Chief Executive Officer from 1981 to 1985.

Through his over 60 years of service to the community as a hometown banker and the leader of several community banks, Mr. Aston has gained a significant level of management experience in all aspects of community banking.

J. Morgan Davis (75) Director since 1999

Mr. Davis has served as an employee senior adviser with TowneBank since January 1, 2023. Mr. Davis served as Chief Executive Officer of the Company from 2018 to 2022 and as President of the Company from 2011 to 2021. He also served as Chief Banking Officer from 2011 until 2018. Mr. Davis served as President of Towne Financial Services Group ("TFSG"), which oversees the Company's non-banking businesses (mortgage, insurance, and real estate brokerage), from 2005 to 2011, and as President of TowneBank Virginia Beach from 1999 to 2005.

Mr. Davis is a 40-year banking veteran and served as the founding President of a local banking institution for 13 years before becoming a founding member of TowneBank in 1998. Mr. Davis has served on the boards of several prominent community organizations. Mr. Davis provides vital senior management experience and business acumen to our Board of Directors.

Harry T. Lester (80)* Director since 2010

Mr. Lester served as President of Eastern Virginia Medical School ("EVMS"), Norfolk, Virginia, from 2005 until his retirement in 2013. Previously, Mr. Lester was a member of the EVMS Board of Visitors for five years and served a portion of that time as Rector of the EVMS Board.

Previously, he served as an officer in the U.S. Navy and had a successful career in commercial real estate of over 30 years. An active community leader, he serves on numerous boards, including serving 20 years as a regional director for TowneBank. Mr. Lester's extensive senior management and community service experience, coupled with his knowledge of banking and commercial real estate, provides significant benefits to our Board.

William T. Morrison (63) Director since 2016

Mr. Morrison has served as President and Chief Executive Officer of TFSG since January 1, 2023. Mr. Morrison served as the Chairman and Chief Executive Officer of the TowneBank Mortgage and Realty Group from the merger of Monarch with TowneBank in 2016 until 2022. Previously, he served as Chief Executive Officer of Monarch Mortgage from 2011 until the merger with TowneBank.

Mr. Morrison has over 30 years of banking experience and has previously served as Chief Operating Officer and Chief Credit Officer at local community banks. He has served on the boards of several prominent community and educational organizations. Mr. Morrison's experience, leadership, and skills in the financial and mortgage lending industries are critical in leading our mortgage division and bring significant value to our Board.

J. Christopher Perry (52)* Director since 2023

Mr. Perry is the founder and has served as Chief Executive Officer of Suburban Capital (privately held hospitality company), Virginia Beach, Virginia, since 1999. Mr. Perry served on TowneBank's regional Virginia Beach Board of Directors until 2015.

Mr. Perry brings years of management experience and expertise to the TowneBank Board, and he understands the needs of developing businesses. His service on the boards of various organizations in the local community, combined with his service as a TowneBank regional director, is invaluable as TowneBank continues to carry out its mission.

2026 Proxy Statement / 7

Elizabeth W. Robertson (73)* Director since 2015

Ms. Robertson retired in 2018 as Chief Financial Officer of Monument Restaurants, LLC, Richmond, Virginia, upon the sale of the company. She was a director of Franklin Financial Corporation and Franklin Savings Bank until their merger with TowneBank in 2015. Previously, she worked with KPMG LLP and Virginia Resources Authority.

Ms. Robertson has extensive experience in audit and public accounting. Her involvement in multiple business and civic organizations in the Richmond, Virginia community provides valuable insight regarding our business and operations.

Sachin S. Shetty (48)* Director since 2024

Dr. Shetty has been an Executive Director for the Center for Secure and Intelligent Critical Systems and Professor with the Electrical and Computer Engineering Department at Old Dominion University, where he leads a research team focused on developing and integrating secure and intelligent technologies designed to ensure safe, reliable, and resilient critical infrastructure, since 2021. He was an Associate Director for the Virginia Modeling, Analysis and Simulation Center and Associate Professor with the Electrical and Computer Engineering Department from 2019 to 2021. Dr. Shetty, whose research interests lie at the intersection of computer networking, network security and machine learning, has published over 300 research articles.

Dr. Shetty's extensive experience in cybersecurity and data privacy brings significant value to our Board.

Each director is expected to devote sufficient time, energy and attention to ensure diligent performance of the director's duties, including attendance at Board and committee meetings. There were 18 meetings of the Board of Directors in 2025. With one exception, each director attended at least 75% of the aggregate number of meetings of the Board of Directors and meetings of the committees of which the director was a member during 2025. Juan M. Montero, II narrowly missed satisfying the 75% attendance threshold due largely to his domestic and international travel schedule as Founder and Chairman of Montero Medical Missions, a charitable organization that provides medical missions and creates sustainable healthcare projects through physicians and allied health professionals in the United States and abroad.

The Company encourages each member of the Board to attend the annual meeting of shareholders. Of the 24 current directors who were serving at the time, 20 attended the 2025 annual meeting of shareholders.

The Board has reviewed the definition of "independent director" as defined in Nasdaq Marketplace Rule 5605(a)(2) and determined that of the 10 director nominees and 17 other directors, 20 are independent.

There are no family relationships among any of the directors or among any director and any executive officer.

The Board of Directors of the Company has established various committees, including Executive, Audit, Compensation, Nominating, and Enterprise Risk Management.

8 / 2026 Proxy Statement

The program takes an ongoing enterprise view of risk tolerances, risk limits, and key risk indicators towards the development and refinement of the Company's risk appetite framework, as approved by the Board of Directors. The program includes consistent processes for identifying, assessing, managing, monitoring and reporting risks of all types, including credit risk, market risk, liquidity risk, cyber and security risk, operational risk, compliance risk, strategic risk and reputation risk, as well as Bank Secrecy Act/Anti-Money Laundering compliance and environmental, social and governance matters. The Board of Directors is regularly informed about the Company's risk profile through management presentations, committee reports and minutes of the meetings of the Enterprise Risk Management Committee. Although risk management is primarily the responsibility of the Company's management, the Enterprise Risk Management Committee actively engages with management to establish risk management principles and to determine risk appetite.

As a financial institution entrusted with safeguarding sensitive customer information, the Board of Directors is actively engaged in the oversight of the Company's cyber risk profile and key cyber initiatives. Under the direction of its Chief Information Security Officer, the Company maintains a formal information security management program, which is subject to oversight by, and reporting to, the Enterprise Risk Management Committee. The Enterprise Risk Management Committee oversees and reviews reports on significant matters of actual, threatened or potential breaches of corporate security, including cybersecurity. The Company maintains cyber insurance through its corporate insurance program.

Other committees of the Board of Directors consider the risks within their areas of responsibility. The Audit Committee has responsibility for oversight of risks associated with financial accounting and reporting, including the system of internal controls. The Audit Committee also oversees the Company's internal audit function. To better coordinate its risk oversight function, the Chair of the Audit Committee is a member of the Enterprise Risk Management Committee. The Compensation Committee oversees risks relating to the Company's compensation plans and programs.

In addition to reviewing committee reports and minutes concerning the Company's risk management program, the Board of Directors also monitors and reviews reports presented by management, internal and external auditors, and regulatory examiners.

While the Company believes that its risk oversight structure is designed to provide an effective risk management program, the Board of Directors and the management team are committed to the continuous strengthening of the Company's risk management practices.

The Audit Committee is responsible for reviewing all transactions between the Company and any officer or director of the Company or any entity in which an officer or director has a material interest. Any such transactions must be on terms no less favorable than those that could be obtained on an arm's-length basis from independent third parties. The Audit Committee met eight times in 2025. The Audit Committee Report begins on page 48. A copy of the charter of the Audit Committee is available on the "Investor Relations" page of the Company's website at https://www.townebank.com under the heading "Governance Documents."

2026 Proxy Statement / 9

provide independent oversight of TowneBank's compensation practices and to determine compensation or provide recommendations to the Board for the compensation of the Executive Chairman, the Chief Executive Officer and all other executive officers of TowneBank. The committee also monitors all incentive and equity compensation plans for the benefit of Company officers and directors eligible to participate in such plans. The Compensation Committee met four times in 2025. The Compensation Committee Report is included on page 19. A copy of the charter of the Compensation Committee is available on the "Investor Relations" page of the Company's website at https://www.townebank.com under the heading "Governance Documents."

The Enterprise Risk Management Committee is responsible for aligning the Company's risk profile, inclusive of risk appetite, with the Company's strategic plans and objectives. This involves identifying, assessing, managing, monitoring and reporting risks of all types, including credit risk, market risk, liquidity risk, operational risk, technology risk, strategic risk, and reputation risk.

In carrying out its responsibilities, the Enterprise Risk Management Committee works closely with TowneBank's Chief Risk Officer, internal audit, and other members of TowneBank's management team. The Enterprise Risk Management Committee met five times in 2025.

In addition to the Enterprise Risk Management Committee, the other committees of the Board consider the risks within their areas of responsibility. For example, the Compensation Committee considers the risks that may be implicated by our executive compensation programs. For a discussion of the Compensation Committee's review of TowneBank's senior executive officer compensation plans and employee incentive compensation plans and the risks associated with these plans, see "Compensation Discussion and Analysis" beginning on page 20. A copy of the charter of the Enterprise Risk Management Committee is available on the "Investor Relations" page of the Company's website at https://www.townebank.com under the heading "Governance Documents."

The Company's Board of Directors has adopted a Director Nominations Policy (the "Nominations Policy"). The purpose of the Nominations Policy is to describe the process by which candidates for possible inclusion in the Company's recommended slate of director nominees are selected. The Nominations Policy is administered by the Nominating and Corporate Governance Committee ("Nominating Committee").

Nominating Committee. The Nominating Committee is composed of Messrs. Lester (Chair), Benson, Ellis and Lewis. The committee members are considered independent directors "as defined by Nasdaq Marketplace Rule 5605(a)(2)". The Nominating Committee met four times in 2025. A copy of the charter of the Nominating Committee is available on the "Investor Relations" page of the Company's website at www.townebank.com under the heading "Governance Documents." The Nominating Committee reviews the qualifications of potential candidates and makes recommendations to the full Board. The factors considered by the committee and the Board in its review of potential candidates include the following:

Minimum Criteria for Board Members. Each candidate must possess at least the following specific minimum qualifications:

• Each candidate shall be prepared to represent the best interests of all of the Company's shareholders and not just one particular constituency.

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  ELECTION OF DIRECTORS

• Each candidate shall be an individual who has demonstrated integrity and ethics in his or her personal and professional life and has established a record of professional accomplishment in his or her chosen field.

• No candidate, family member (as defined by Nasdaq rules), affiliate or associate (each as defined in Rule 405 under the Securities Act of 1933) of a candidate shall have any material personal, financial or professional interest in any present or potential significant competitor of the Company.

• Each candidate shall be prepared to participate fully in Board activities, including committee assignments. Attendance at, and active participation in, meetings of the Board and the committee of which he or she is a member is expected. There should be no other personal or professional commitments that would, in the Nominating Committee's sole judgment, interfere with or limit his or her ability to do so.

  Desirable Qualities and Skills. In addition, the Company also considers it desirable that candidates possess the following qualities or skills:

• Each candidate should contribute to the Board's overall diversity - diversity being broadly construed to mean a variety of opinions, perspectives, personal and professional experiences and backgrounds, such as gender, race and ethnicity differences, as well as other differentiating characteristics.

• Each candidate should contribute positively to the existing chemistry and collaborative culture among Board members.

Internal Process for Identifying Candidates. The Company has a primary method for identifying candidates (other than those proposed by the Company's shareholders, as discussed below). On a periodic basis, the Company solicits ideas for possible candidates from a number of sources: members of the Board, senior-level Company executives, individuals personally known to the members of the Board, and research.

The Nominations Policy divides the process for candidates proposed by shareholders into the general nomination right of all shareholders and proposals by "Qualified Shareholders" (as defined below).

General Nomination Right of All Shareholders. Any shareholder of the Company may nominate one or more persons for election as a director of the Company at the annual meeting of shareholders if the shareholder complies with the notice, information and consent provisions contained in the Company's bylaws. The Company has an advance notice bylaw provision. In order for the director nomination to be timely, a shareholder's notice must be delivered to the Company's principal executive offices not less than 60 nor more than 90 days prior to the anniversary of the preceding year's annual meeting, subject to certain exceptions if the meeting date is not held within the same general time period.

The procedures described in the next section are meant to establish additional means by which certain shareholders can have access to the Company's process for identifying and evaluating candidates, before they become nominees, and are not meant to replace or limit shareholders' general nomination rights in any way.

Proposals by Qualified Shareholders. In addition to those candidates identified through the Company's own internal processes, in accordance with the Nominations Policy, the Nominating Committee will evaluate a candidate proposed by any single shareholder or group of affiliated shareholders who has beneficially owned more than 5% of the Company's common stock for at least one year (and will hold the required number of shares through the annual shareholders' meeting) and who satisfies the notice, information and consent provisions in the Nominations Policy (a "Qualified Shareholder").

In order to be considered by the Nominating Committee during the identification and evaluation process for an upcoming annual meeting of shareholders, a notice from a Qualified Shareholder regarding a potential candidate must be received by the Company not less than 120 calendar days before the anniversary of the date of the Company's proxy statement released to shareholders in connection with the previous year's annual meeting. If the Company changes its annual meeting date by more than 30 days from year to year, the notice must be received by the Company no later than the close of business on the 10th day following the day on which notice of the date of the upcoming annual meeting is publicly disclosed.

All candidates (whether identified internally or by a Qualified Shareholder) who, after evaluation, are then recommended by the Nominating Committee and approved by the Board, will be included in the Company's recommended slate of director nominees in its proxy statement.

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Any candidate proposed by a Qualified Shareholder must be independent of the Qualified Shareholder in all respects as determined by the Nominating Committee or by applicable law. Any candidate submitted by a Qualified Shareholder must also meet the definition of an "independent director" under Nasdaq Marketplace Rule 5605(a)(2).

Evaluation of Candidates. The Nominating Committee will consider all candidates identified through the processes described above, and will evaluate each of them, including incumbents, based on the same criteria. If, based on the committee's initial evaluation, a candidate continues to be of interest, certain members of the Nominating Committee will interview the candidate and communicate their evaluation to the other committee members, the Chairman of the Board, and the Chief Executive Officer.

The Nominating Committee and senior management will conduct later reviews. Ultimately, background and reference checks will be conducted and the Nominating Committee will meet to finalize a list of recommended candidates for the Board's consideration.

Timing of the Identification and Evaluation Process. The Company's fiscal year ends each year on December 31. The Nominating Committee meets on an as-needed basis to consider, among other things, candidates to be recommended to the Board for inclusion in the Company's recommended slate of director nominees for the next annual meeting and the Company's proxy statement.

Future Revisions to the Nominations Policy. The Nominations Policy is intended to provide a flexible set of guidelines for the effective functioning of the Company's director nominations process. The Nominating Committee intends to review the Nominations Policy periodically and anticipates that modifications will be necessary from time to time as the Company's needs and circumstances evolve.

12 / 2026 Proxy Statement

ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS

As a relationship driven and community focused company, TowneBank is committed to delivering on each of our guiding principles while balancing the interests of our shareholders, our communities, our customers (whom we call our members), and our employees. We believe our employees are one of our most important and valuable assets, and we strive to create a warm sense of belonging. We believe our strong culture strengthens our bond with the communities we serve.

At TowneBank, we empower consumers-both individual consumers and businesses-to make financial decisions with confidence. We believe that our environmental, social and governance initiatives contribute to our success in achieving the Company's goals for all our shareholders. We have identified the following topics of focus: Human Capital Management, Diversity and Inclusion (D&I), Community Engagement, Climate and Environmental Operations, Governance and Business Conduct, and Data Privacy and Cybersecurity. The following summary highlights some of these initiatives.

TowneBank's ability to deliver value to our members starts with our people. The success of the Company is directly attributable to an exceptional team of people who are clearly committed to a caring and nurturing environment centered on serving others. Continuing to build a passionate team with adherence to our culture of caring, vision, and opportunity for all will be the cornerstone of our ongoing success.

We have a strategic focus on designing our compensation and incentive programs to ensure they are competitive and effective in attracting and retaining diverse talent across all lines of business. In addition to competitive base and incentive compensation plans, the Company offers all full-time employees competitive benefits including paid vacation and sick leave, parental leave, 401(k) plan, health, dental, and vision plans, life and disability coverage, wellness plan, paid training opportunities, pre-tax flexible spending accounts, and tuition reimbursement.

As part of the Company's governance framework for human capital, the Board of Directors has a Compensation Committee composed of independent directors. Pursuant to the written charter of the Compensation Committee, the primary function of the committee is to provide independent oversight of TowneBank's compensation practices and to determine compensation or provide recommendations to the Board for the compensation of the Executive Chairman, the Chief Executive Officer, and all other executive officers of TowneBank. The committee also monitors all incentive and equity compensation plans for the benefit of Company officers and directors eligible to participate in such plans.

The Company's strategic plan has dedicated objectives and tactics to ensure we recruit, retain, and develop a diverse and talented team, with a specific focus on enhancing diversity and inclusion. None of our employees are represented by any collective bargaining agreements.

Periodically, we send Company-wide surveys to our employees on topics such as career satisfaction and member experience, inviting confidential feedback on our benefits, processes and opportunities. We have used this feedback to develop and enhance employee benefits and opportunities.

The Company has active learning and development programs designed to develop skills and knowledge, provide ongoing opportunities for teams to grow in existing roles, and to be prepared for future opportunities. For over 18 years, the Company has had a management development program designed to develop leadership and managerial talent for the future. Over this time, 227 employees have participated in this program, and many of these graduates have moved into leadership roles in the Company.

Our mission statement includes a commitment "to create a warm sense of belonging" for everyone. To ensure that all our employees feel valued and respected, and recognizing the vital importance of having a workforce that reflects the communities we serve, we established the Diversity and Inclusion Council. Our Chief Executive Officer chairs this council, which includes leaders and representatives from diverse business lines and regions across our organization. In 2025, the council met eight times.

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The Diversity and Inclusion Council oversees our initiatives to foster an environment of respect, value, and engagement, allowing all team members to reach their full potential.

Our strategy is to:

• Support TowneBank's commitment to creating a warm sense of belonging;

• Foster and sustain a diverse, high-performing workforce;

• Cultivate and support an inclusive culture;

• Provide resources to promote professional and career development opportunities; and

• Provide access to mentorship opportunities.

  As part of our efforts to achieve these goals, we have formed recruiting partnerships with local colleges and universities to promote and enhance workforce diversity. Our vision is to keep attracting and retaining a high-performing team by actively recruiting, developing, and supporting employees who work together to fulfill TowneBank's mission.

  We offer several inclusive spaces designed for team members to engage with and appreciate diverse perspectives. These forums are inclusive and open to all team members who are passionate about learning from diverse viewpoints and who can actively contribute to initiatives that support TowneBank's strategic plan, mission, and guiding principles. These spaces include NOIR, Pride, Women's, Working Parents and Caregivers, Emerging Leaders, Administrative Professionals, and New Family Members.

  We have expanded our efforts to include an engagement team dedicated to hugging our people by intentionally cultivating workplace environments where every team member feels seen, valued, and appreciated. By fostering genuine gratitude and connection, we strengthen relationships, support deeper motivation, and continue to create conditions for our people to thrive.

  At December 31, 2025, women represent approximately 66% of our workforce, and approximately 19% of our team members identify as minorities.

  Community Engagement

  Robust community engagement, volunteerism and philanthropy are some of the ways in which TowneBank continues to serve our communities. Here are some highlights of our initiatives.

• In 2025, we committed to invest over $53 million in Federal low-income housing tax credits, providing families with more than 500 affordable housing opportunities.

• Our employees self-reported over 12,700 volunteer hours last year at more than 485 different organizations throughout the regions we serve.

• Our employees personally donated over $750,000 through the United Way Workplace Giving Campaign.

• Our charitable contributions in 2025 totaled $17.30 million, which went to support approximately 1,500 organizations in the communities we serve that are dedicated to a wide variety of causes, including health care, childhood development, education, food banks, veterans, and job creation.

• TowneBank has been named to the Civic 50 Hampton Roads, a national initiative honoring community-minded companies, for demonstrating best practices as a corporate citizen for three consecutive years.

• We have received seven consecutive "Outstanding" ratings, the highest possible, on our Community Reinvestment Act performance evaluation since 2007, demonstrating our ongoing commitment to support the communities we serve through community development loans, support of affordable housing, philanthropic donations and volunteer services.

• With a designated Financial Engagement Officer on the team, we conduct financial literacy, credit, mortgage, and business financing seminars on topics such as: entrepreneurship, budgeting, mortgage basics, business financing, homeownership basics, managing debt, and work readiness, for non-profit organizations, individuals, and the general public. In 2025, we conducted more than 25 sessions, reaching approximately 2,000 individuals.

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  ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS

• We have an active interest in Junior Achievement programs throughout our footprint. TowneBank is a multi-year financial sponsor of Junior Achievement of the Central Carolinas' "Build On Opportunity" campaign. In 2025, our bankers volunteered in multiple regions and we provided additional financial sponsorships in Greater Hampton Roads, Central Virginia, Eastern and the Central Carolinas.

• We are also active in many financial literacy programs for children and young adults, including Making Money Count ("MMC"), which has reached approximately 120,000 second graders in our central Virginia market since it launched in 2010.

• We are involved with multiple American Bankers Association education programs. In 2025, an estimated 2,200 students were reached as part of the "Teach Children to Save" program for elementary schools and an estimated 1,000 middle and high-schoolers were reached as part of the "Get Smart About Credit" program. Additionally, TowneBank employees visited local schools as part of the "Virginia Reads One Book" program, reaching an estimated 2,500 students.

  Climate and Environmental Operations

  We recognize the importance of climate, environmental sustainability, and the heightened interest in companies' environmental footprints. As we evolve our environmental program and strategy, we look forward to sharing our progress. Highlights of our initiatives include:

• We encourage our members to use online and mobile banking and to opt-in for electronic statements;

• More than 60% of the approximate 8,100 mortgage loan applicants in 2025 applied using our online application portal, and over 94% of our mortgage borrowers received, completed, and signed electronically the mortgage loan package, which includes a substantial number of disclosure related forms required by law;

• We utilize energy-saving LED bulbs and fixtures throughout our facilities;

• New and renovated locations include energy efficient time-controlled HVAC systems and light fixtures with motion-detecting sensors;

• We have pledged our financial support to a number of environmental conservation organizations and projects that are active in our communities, including:

  • The Elizabeth River Project (a $500,000 commitment over five years starting in 2021),

  • The James River Association (a $50,000 commitment over four years starting in 2022),

  • The Nansemond River Preservation Alliance (a $60,000 commitment over three years starting in 2023),

  • Lynnhaven River Now (a $500,000 commitment over five years starting in 2026),

  • Maymont Foundation (a $250,000 commitment over five years starting in 2026), and

  • The Virginia Living Museum (a $500,000 commitment over five years starting in 2026).

• We have no credit exposure involving the exploration, mining or extraction of coal, oil or natural gas.

  Governance and Business Conduct

  Our Board of Directors works in partnership with our management team to serve all our stakeholders. Our directors, who live and work in the local communities we serve, represent a well-rounded variety of skills, knowledge, experience and perspectives. In particular, they have considerable community banking experience which gives them valuable insight into the increasingly complex regulatory and operating environment that banking institutions must navigate. The Board is committed to overseeing our efforts to integrate ESG principles and practices throughout the organization.

  Governance highlights include:

• All of our board committees are chaired by independent directors;

• Strong independent Lead Director with clearly delineated duties;

• Our directors maintain a high level of engagement with the Company with a monthly meeting cadence (18 meetings held in 2025) and an average attendance of approximately 93% for board and committee meetings in 2025;

• Our directors and executive officers own Company stock and as a group, they beneficially own 5.91% of our outstanding shares as of the record date (March 26, 2026);

• Each share of our common stock has equal voting rights with one vote per share;

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  ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS

• The Board of Directors has adopted a conflicts of interest policy that requires actual or potential conflicts of interest of any director or executive officer be disclosed to and reviewed by the Audit Committee;

• Directors and executive officers are prohibited from hedging Company stock;

• In keeping with our policy of non-partisanship, we do not contribute any corporate funds to candidates for public office or to political parties, and do not allow members of executive management to occupy any elective public office;

• Our Employee Handbook includes standards of conduct that address the Company's values, which include, among other things, integrity, ethical behavior, and conflicts of interest;

• We maintain a retaliation-free whistleblower policy for employees to communicate concerns regarding accounting, auditing or other matters relating to violations of law or fraud to the Audit Committee. The Audit Committee provides oversight of the Company's whistleblower policy and reviews complaints in accordance with the policy;

• Executive officers are asked to certify annually their receipt of the Company Code of Ethics; and

• All our employees receive annual compliance training in our key policies and procedures.

  Data Privacy and Cybersecurity

  The security of our members' private information is one of our key priorities. We have put in place corporate policies and operating procedures that govern how we collect, use, retain and protect private and personal data. Information security highlights include:

• Our Enterprise Risk Management Committee, a Board level committee chaired by an independent director, oversees the Company's cybersecurity risk program and reports periodically to the Board of Directors;

• The cybersecurity program utilizes multiple levels of preventive and detective tools, rigorous systems testing, software patch management, and a dedicated information security staff led by our Chief Information Security Officer;

• We engage independent third parties to conduct internal and external system penetration testing and conduct internal security risk assessments and audits;

• We have an incident response program that enables a coordinated response to mitigate the impact of, and recover from, any cyber-attacks and facilitates communications to internal and external stakeholders;

• We maintain a disaster recovery plan designed to ensure continuity of operations in the event of disruption; and

• Employees receive mandatory annual training in information security, and we routinely conduct exercises to raise data security awareness.

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OWNERSHIP OF COMPANY COMMON STOCK

The following table sets forth, as of March 26, 2026, certain information with respect to the beneficial ownership of the Company's common stock held by each director and director nominee, each executive officer named in the "Summary Compensation Table" on page 31, the current directors and all executive officers as a group, and persons known by the Company to be beneficial owners of more than 5% of the outstanding shares of the Company's common stock.

(Footnotes appear on the next page.)

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* Represents less than 1% of the Company's common stock.

1. For purposes of this table, beneficial ownership has been determined in accordance with the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 under which, in general, a person is deemed to be the beneficial owner of a security if he or she has or shares the power to vote or direct the voting of the security, the power to dispose of or direct the disposition of the security, or the right to acquire beneficial ownership of the security within 60 days. The mailing address of the directors and executive officers included in the table is 6001 Harbour View Blvd., Suffolk, Virginia 23435.

2. Includes shares held by affiliated corporations, close relatives and children, and shares held jointly with spouses or as custodians or trustees, as follows: Mr. Aston, 366,404 shares; Mr. Benson, 17,883 shares; Mr. Cullen, 6,000 shares; Mr. Davis, 31,857 shares; Mr. Fine, 293,394 shares; Mr. Foster, 226 shares; Mr. Hatley, 8,193 shares; Mr. Jung, 70,008 shares; Mr. Lawson, 1,454,101 shares; Mr. Lewis, 133,484 shares; Dr. Marioneaux, 114 shares; Mr. Morgan, 3,535 shares; Mr. Norment, 3,550 shares; Mr. Oman, 29,562 shares; Mr. Perkins, 7,000 shares; Mr. Perry, 6,937 shares; and Ms. Robertson, 60,463 shares.

3. Includes shares of common stock that are restricted stock holdings as follows: Mr. Aston, 40,058 shares; Mr. Foster, 40,161 shares; Mr. Jones, 29,147 shares; Mr. Littreal, 26,620 shares; Mr. Morrison, 8,100 shares; and Mr. Piccioli, 24,035 shares. The shares are subject to a vesting schedule, forfeiture risk and other restrictions. These shares can be voted at the Annual Meeting.

4. Includes 52,057 shares of common stock that are restricted stock holdings for other executive officers not included in footnote three above. These shares can be voted at the Annual Meeting.

5. This information is based on a Schedule 13F-HR filed with the Securities and Exchange Commission on February 12, 2026, which reported sole voting power over 5,236,234 shares, shared voting power over 0 shares, sole dispositive power over 5,416,989 shares and shared dispositive power over 0 shares at December 31, 2025.

6. This information is based on a Schedule 13F-HR filed with the Securities and Exchange Commission on February 19, 2026, which reported sole voting power over 3,934,882 shares, shared voting power over 0 shares, sole dispositive power over 3,958,862 shares and shared dispositive power over 0 shares at December 31, 2025.

7. This information is based on a Schedule 13F-HR filed with the Securities and Exchange Commission on January 29, 2026, which reported sole voting power over 0 shares, shared voting power over 509,821 shares, sole dispositive power over 7,461,680 shares and shared dispositive power over 620,834 shares at December 31, 2025.

8. This information is based on a Schedule 13F-HR filed with the Securities and Exchange Commission on February 12, 2026, which reported sole voting power over 4,097,894 shares, shared voting power over 182,581 shares, sole dispositive power over 4,154,199 shares and shared dispositive power over 185,546 shares at December 31, 2025.

9. Richard Cullen joined the Board on January 29, 2026.

10. Steven W. Jones and G. Robin Perkins, III joined the Board on January 12, 2026.

11. Includes shares that have been pledged as collateral for personal indebtedness as follows: Mr. Jones, 190,000 shares; and Mr. Perkins, 150,000 shares.

    Stock Ownership Guidelines

    The Board of Directors believes that it is in the best interests of the Company to align the financial interests of the directors and executive officers with those of the Company's shareholders and has adopted minimum stock ownership guidelines applicable to directors and the Named Executive Officers listed in the "Summary Compensation Table" on page 31.

    The ownership threshold for directors is $100,000 aggregate value of the Company's common stock. The ownership threshold for the Named Executive Officers is based on the following multiples of their base salaries: three times base salary for the Executive Chairman and the Chief Executive Officer; two times base salary for the President (if not also the Chief Executive Officer), and one times base salary for the other Named Executive Officers. There is a five year accumulation period for new directors and Named Executive Officers.

    Shares owned directly by a director and Named Executive Officer or indirectly (e.g., by a spouse, trust or affiliated company) count towards the ownership targets. Restricted stock awards, restricted stock units and other equity-based awards granted under the Company's stock incentive plans that are time-vested awards involving the issuance of shares of common stock are also included as owned for the purposes of the guidelines. Unexercised stock options, unearned performance shares, and any shares pledged to secure a loan or held in a margin account are not counted toward meeting the guidelines. If any director or officer is not in compliance with the ownership guidelines, any shares acquired upon the exercise of a stock option or any shares that vest and are no longer subject to any time-based or performance-based vesting requirement may not be sold or transferred, except for the limited purpose of paying any applicable tax withholding or exercise price.

    The value of the Company's common stock held by a director or Named Executive Officer is based on the average closing price of the Company's common stock for the last 10 trading days of the applicable year. As of January 1, 2026, with three exceptions, all of the directors and Named Executive Officers satisfied their respective stock ownership requirements. Mr. Foster became the Chief Executive Officer as of January 1, 2023, and is taking appropriate steps to accumulate ownership as permitted for a new Chief Executive Officer by the ownership guidelines. Dr. Shetty joined the Board on March 1, 2024 and Mr. Jenkins joined the Board on April 1, 2025. While they did not satisfy the ownership guidelines for a new director as of January 1, 2026, they have since acquired a sufficient number of additional shares of the Company's common stock to meet the ownership threshold.

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    OWNERSHIP OF COMPANY COMMON STOCK

The Company has an anti-hedging policy that prohibits directors and executive officers from engaging in hedging transactions designed to hedge or offset any decrease in the market value of the Company's common stock including prepaid variable forward contracts, equity swaps, puts, calls, collars, forwards, exchange funds and other derivative instruments. The policy also prohibits directors and executive officers from engaging in short sale transactions in the Company's common stock.

Pursuant to Section 16(a) of the Securities Exchange Act of 1934, as adopted by the Federal Deposit Insurance Corporation (the "FDIC"), directors and executive officers of the Company are required to file reports with the FDIC indicating their holdings of and transactions in the Company's equity securities.

Based upon a review of filings with the FDIC and written representation that no other reports were required, the Company believes that all of its directors and executive officers were in compliance with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 during 2025 with the following exceptions:

Directors: one late Form 4 report was filed by Frank E. Jenkins, Jr. reporting the acquisition of shares in one transaction, and one late Form 4 report was filed by Andrew S. Fine reporting the disposition of shares in one transaction.

Executive Officers: one late Form 4 report was filed by Ernest S. Piccioli. reporting the acquisition of shares in one transaction, and one late Form 4 report was filed by Dawn S. Glynn reporting the disposition of shares in one transaction.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis for the year ended December 31, 2025 with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

This report is provided by the following independent directors, who comprise the Compensation Committee:

W. Ashton Lewis, Chair Jeffery F. Benson Douglas D. Ellis

Harry T. Lester Juan M. Montero, II

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our 2025 executive compensation programs and decisions with respect to our executive officers and, in particular, our Named Executive Officers (sometimes referred to as our "NEOs") listed in the "Summary Compensation Table" on page 31. In this discussion, we explain, among other things, our compensation philosophy and programs, factors considered by the Compensation Committee in making compensation decisions, and additional information about our compensation programs and practices.

Over five years ago, the Company established the Corporate Management Group, which consists of the Company's most senior executive officers to enhance its management structure and to continue to build out its long-term management succession plan. The Corporate Management Group consists of the following executive officers:

* Mr. Jones joined the Corporate Management Group in connection with TowneBank's acquisition on January 12, 2026 of Dogwood State Bank, where he served as Chief Executive Officer. Mr. Chandhok succeeded Denys J. Diaz, who retired on December 31, 2025, as TowneBank's Chief Information Officer.

The Named Executive Officers for 2025 are Messrs. Aston, Foster, Littreal, Morrison, and Piccioli.

TowneBank's executive compensation programs are designed to attract, retain and motivate exceptional leaders with the ability to foster strong business results and ensure the long-term success of the Company. The goal of the Compensation Committee in setting compensation is to motivate executives to achieve a range of performance consistent with strategic and business plans approved by the Board of Directors while ensuring that the financial costs of current or proposed compensation and benefit programs are reasonable and consistent with industry standards and shareholders' interests.

Our 2025 financial results are more fully described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2025. Performance highlights for 2025 include:

The Compensation Committee reviewed the compensation programs and philosophies of the major banks operating in the Company's markets, and other competitive data available to the committee. The Compensation Committee seeks to provide a comprehensive compensation opportunity for its executives commensurate with the market for talent.

The Compensation Committee, with the advice of its independent compensation consultant, regularly reviews the composition of the peer group of selected banking organizations to determine whether any updates are appropriate. Potential peer group companies are considered using the following screening criteria:

The Compensation Committee generally targets the median of the total direct compensation (base, annual cash incentive and equity) of our peer group in setting compensation levels for our NEOs, unless certain factors, such as performance or expertise, warrant a higher or lower competitive positioning. Compared to our peer group, the mix of the elements of total direct compensation has typically been more heavily weighted towards base salary. However, the level of total compensation, after taking into account all the various elements of compensation, targeted by the Compensation Committee for the NEOs and other members of the Corporate Management Group compares favorably with the Company's peer group.

In 2025, the Compensation Committee took the following actions regarding the base salaries for the NEOs.

30-50% 51-75% ≥ 76%

The Compensation Committee had the right to decrease, modify, or eliminate the incentive opportunity based on the Company's performance and other factors the committee wished to consider.

Based on the Compensation Committee's assessment of the Company's performance level in 2025, the Compensation Committee approved incentive awards in February 2026 to Messrs. Aston, Foster, and Littreal equal in value to 61.5% of their average base salary for 2025 and to Messrs. Morrison and Piccioli and the other members of the Corporate Management Group equal in value to 41% of their average base salary for 2025.

As indicated in the table below and in the exercise of its discretion, the Committee approved 75% of the incentive award to be paid in cash and 25% in the form of a restricted stock award, vesting in equal annual installments over a three-year period and subject to the officer's continued service through the applicable vesting date. Because the Summary Compensation Table reports equity-based awards only in the year in which they were granted, the value of these restricted stock awards is not reported as compensation to the NEOs in this Proxy Statement.

1. Consists of restricted stock award grants payable in shares of Company common stock that vest at the rate of one-third/year beginning on the first anniversary of the grant date, based on a service requirement that requires the executive to remain continuously employed through the applicable vesting date. Per the reporting requirements, the grant date fair value of these equity incentive awards will be reported in the Summary Compensation Table in next year's proxy statement.

2. Represents 61.5% of the 2025 average base salaries for Messrs. Aston, Foster, and Littreal and 41.0% of the 2025 average base salaries for Messrs. Morrison and Piccioli.

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The equity grants, which took the form of restricted stock awards, vest in equal annual installments over a three-year period based on continued service through each vesting date. The grant date value of the equity award for Mr. Foster was $500,000, which corresponded to 15,485 shares based on the Company's closing stock price on the November 19, 2025 grant date. The grant date value of the equity award for Mr. Littreal was $350,000, which corresponded to 10,840 shares based on the Company's closing stock price of the November 19, 2025 grant date.

The special cash signing bonus was $250,000 for Mr. Foster and $150,000 for Mr. Littreal.

At its February 2025 meeting, the Compensation Committee approved, at the recommendation of Mr. Aston, a retention equity grant to Mr. Piccioli that took the form of a restricted stock award that vests in equal installments over two years. The grant date value of the equity award was $400,000, which corresponded to 10,846 shares based on the Company's closing stock price at the February 28, 2025 grant date.

On March 20, 2026, the Board of Directors completed the process of ensuring the continuity of executive management by entering into an amended and restated employment agreement with Mr. Aston that replaced his prior employment and change in control agreements with the Company. The five-year term of the new employment agreement, which runs through December 31, 2030, aligns with the terms of the agreements for Messrs. Foster, Littreal, and Jones. In preparing the Company for the next decade of growth, the Board of Directors will now be in a better position to fully assess and expand the talent pool to help ensure TowneBank's continued success for the benefit of all its stakeholders.

In light of Mr. Aston's unique contributions to the growth and success of Company, including his pivotal role as founder of the Company and his long tenure as Chief Executive Officer and then as Executive Chairman since the Company's founding in 1999, the Board of Directors and Compensation Committee determined that it was a high priority to ensure Mr. Aston's continued leadership of the Company's strategic initiatives and long-term management succession planning. During 2025 and early 2026, the Compensation Committee engaged in discussions with Mr. Aston regarding a new employment agreement to extend the term of his employment and include performance incentives tied to the successful integration of Company's recently acquired banks and to the development of the Company's future leaders.

Following the Company's 2025 acquisitions of Village Bank and Trust Financial Corp. and Old Point Financial Corporation, and its 2026 acquisition of Dogwood State Bank, and in consideration of the importance of those transactions to the future of the Company, the Board of Directors approved a transaction success incentive for Mr. Aston. Mr. Aston will have the opportunity to earn a cash bonus of up to $2,500,000 tied to the successful conversion and integration of those businesses into the

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Company. The transaction success incentive will be contingent on the achievement of certain performance milestones, which will be developed by the Compensation Committee, over a performance period that commenced on March 20, 2026, the effective date of the new employment agreement, and will end on the first anniversary of the date of the employment agreement. The incentive will also be contingent on Mr. Aston's continued employment with the Company on the vesting dates, subject to accelerated vesting under certain circumstances.

The Board of Directors also approved a leadership continuity incentive for Mr. Aston to help bolster the Company's long-term management succession planning in light of its recent acquisitions and potential future growth. Mr. Aston will have the opportunity to earn a cash bonus of up to $2,000,000 tied to the development of the next generation of leadership at the Company. The leadership continuity incentive will be contingent on the achievement of certain performance milestones, which will be developed by the Compensation Committee, over a performance period that commenced on the March 20, 2026 effective date of the employment agreement and will end on the second anniversary of the date of the employment agreement. The incentive will also be contingent on Mr. Aston's continued employment with the Company on the vesting date, subject to accelerated vesting under certain circumstances.

Also on March 20, 2026, the Company entered into a new split dollar life insurance agreement with Mr. Aston to formalize an existing arrangement with respect to the underlying insurance policy. Under the terms of the split dollar agreement, the Company will continue to own the life insurance policy and control all rights of ownership with respect to the policy and will pay all required premiums to keep the policy in effect during Mr. Aston's lifetime. The face amount of the policy is $2 million. Upon the death of Mr. Aston, 50% of the death benefit of the policy will be paid to the Company, and the remaining 50% will be paid to Mr. Aston's designated beneficiary.

• Executive Chairman - three times base salary;

• Chief Executive Officer - three times base salary;

• President (if not also the Chief Executive Officer) - two times base salary; and

• Other NEOs - one times base salary.

  The ownership threshold for directors is $100,000 aggregate value of the Company's common stock.

  Shares counting toward the ownership guidelines include shares owned directly and indirectly (e.g., by a spouse or trust); shares held in benefit plans and time-vested equity awards granted under the Company's stock incentive plan. Unexercised stock options, unearned performance shares and units, and pledged shares are not counted toward meeting the ownership guidelines.

  The value of the Company's common stock held by a director or NEO is based on the average closing price of the Company's common stock for the last 10 trading days of the applicable year. As of January 1, 2026, with three exceptions, all of the directors and NEOs satisfied their respective stock ownership requirements. Mr. Foster became the President and Chief Executive Officer as of January 1, 2023, and is taking appropriate steps to accumulate ownership as permitted for a new Chief Executive Officer by the ownership guidelines. Dr. Shetty joined the Board on March 1, 2024 and Mr. Jenkins joined the Board on April 1, 2025. While they did not satisfy the ownership guidelines for a new Director as of January 1, 2026, they have since acquired a sufficient number of additional shares of the Company's common stock to meet the ownership threshold.

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  COMPENSATION DISCUSSION AND ANALYSIS

In the event of a restatement or material miscalculation of a financial measure, the policy will be triggered and will apply to any incentive-based cash or equity compensation granted, earned or vested, the amount of which was calculated based wholly or in part on the attainment of any financial reporting measure based on: (i) accounting principles using the Company's financial statements and any measures derived wholly or in part from such measures; (ii) stock price; or (iii) total shareholder return. The Company will recover any incentive compensation that is in excess of what would have been paid or granted based on the restated financial information or corrected financial measure, as the case may be, during the three completed fiscal years preceding the date on which the Board of Directors determines an accounting restatement is required to be filed or that a material miscalculation of any financial performance measure used to determine the amount or vesting of incentive compensation occurred. The policy applies to each executive officer of the Company, regardless of whether the individual was responsible for the accounting restatement or miscalculation of any financial performance measure. The policy also applies to an employee who the Board determines was directly responsible for such restatement or miscalculation.

If the Board of Directors determines that an executive officer has engaged in misconduct that causes, or is reasonably likely to cause, serious reputational harm to the Company or any client or former client of the Company, the Company may recover any incentive-based compensation received by the executive officer during the three completed fiscal years preceding such determination.

The Company's incentive compensation clawback policy complies with Nasdaq's final listing standards implementing the incentive compensation clawback rule adopted by the Securities and Exchange Commission as mandated by the Dodd-Frank Act.

• Stock Incentive Plan. The Company maintains a stock incentive plan that is designed to attract and retain qualified personnel in key positions and provide employees with a proprietary interest in the Company as an incentive to contribute to the success of the Company. The stock incentive plan provides for the grant of stock options and stock awards, including restricted stock awards and restricted stock units. The plan prohibits the payment of dividends or similar distributions on awards, whether subject to time-based or performance-based vesting, unless and until the vesting requirements have been met, requires a minimum one-year vesting period for awards granted under the plan, prohibits the repricing of stock options, and prohibits share recycling.

  The Compensation Committee administers the plan, and each member of the committee is a "non-employee director" as defined in Rule 16b-3 under the Securities Exchange Act of 1934. Unless sooner terminated, the stock incentive plan will remain in effect until April 2035.

• 401(k) Plan. The Company has adopted a defined contribution plan established in accordance with Section 401(k) of the Internal Revenue Code of 1986 (the "401(k) Plan"). Employees of the Company are eligible to participate in their second month of employment. Under the 401(k) Plan, employees may contribute a percentage of their annual salary, subject to statutory limitations. The Company may make matching and discretionary contributions under the 401(k) Plan. Employer contributions, if any, vest 20% after each year of service, until fully vested after five years of service.

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  COMPENSATION DISCUSSION AND ANALYSIS

In 2025, the Company matched employee contributions up to 3.0% of their salary. There were no additional discretionary contributions in 2025.

• Supplemental Executive Retirement Plan. The Company established a SERP on December 1, 2008, to provide supplemental retirement benefits to certain officers covered under the plan as selected by the Compensation Committee.

  The SERP agreements with the officers generally provide that upon the later of separation of service or the attainment of retirement age, usually at age 65, the participating officer will be entitled to receive a retirement benefit equal to either

  (1) a designated percentage, ranging from 30% to 50% of their designated base salary depending on their level of seniority, with an annual 4% increase until retirement, or (2) a fixed targeted benefit amount.

  The retirement benefit is payable over a 15-year period, beginning at attainment of retirement age. The SERP agreements provide for an annual vesting schedule until the participating officer reaches the planned retirement age.

  In the case of a participating officer's voluntary termination of employment, disability, or termination for cause, the annual amount payable under the SERP is equal to the amount of the vested benefit earned as of the date of termination of employment. In the case of involuntary termination without cause or termination of employment for good reason by the participating officer, the participating officer becomes fully vested in the full retirement benefit. Upon termination of employment, payment of the retirement benefit does not begin until the participating officer reaches the designated retirement age set forth in the SERP agreement and is subject to certain loyalty and confidentiality covenants, including non-competition, non-solicitation, and other restrictions. In the event of death, the full amount of the retirement benefit is payable.

  The Company invested in bank-owned life insurance as a financing strategy to offset the cost of the nonqualified benefits through a combination of incremental tax-effected earnings and tax-free death benefits to the Company as beneficiary.

• Nonqualified Deferred Compensation. The NEOs, in addition to certain other eligible executives, are entitled to participate in the TowneBank Deferred Compensation Plan. Pursuant to the Deferred Compensation Plan, eligible employees can defer up to 100% of base salary and/or annual bonus on an annual basis. Deferral elections are made by eligible executives in November of each year for amounts to be earned in the following year.

  The Company has the option to match an employee's nonqualified deferred compensation deferrals up to a maximum of 6% of his or her salary. In addition, the Company has the option to make additional matching contributions to employees whose matching contributions were limited in the 401(k) Plan due to statutory limitations. The Company does not match deferrals made by employees who are participants in the Supplemental Executive Retirement Plan. Compensation deferred pursuant to the plan is invested in a rabbi trust and participants are credited with an annual return equal to 120% of the long-term applicable federal rate as published and effective each July.

  There was no Company match of contributions made by Named Executive Officers in 2025.

• Health and Welfare Plans. The NEOs are eligible to participate in Company-sponsored benefit plans on the same terms and conditions as those generally provided to salaried employees. Basic health benefits, dental benefits and similar programs are provided to make certain that access to healthcare and income protection is available to employees and their family members.

  The cost of Company-sponsored benefit plans is negotiated with the providers of such benefits, and the executive officers contribute to the cost of the benefits. In accordance with terms of their respective employment agreements, the Company also provides post-retirement benefits. These post-retirement benefits include healthcare, dental care, Medicare Part B reimbursement and life insurance benefits.

• Other. The Company has no other long-term incentive, defined benefit or actuarial plans covering employees of the Company.

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