Form 8-K Current Report

February 25, 2026

Date of Report (Date of earliest event reported)

(Exact name of registrant as specified in its charter)

Virginia 35095 54-1910608

(State or other jurisdiction of incorporation)

(FDIC Insurance Cert. No.) (IRS Employer Identification No.)

5716 High Street, Portsmouth, Virginia 23703

(Address of principal executive offices) (Zip Code)

(757) 638-7500

(Registrant's telephone number, including area code)

No Change

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

On February 25, 2026, TowneBank issued a press release announcing the declaration of its first-quarter shareholder cash dividend of $0.27 per common share payable on April 10, 2026 to shareholders of record on March 31, 2026. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by reference into this Item 8.01.

(d) Exhibits.

The following exhibit is filed herewith:

99.1 Press release, dated February 25, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(Registrant)

Date: February 25, 2026 By: /s/ William B. Littreal

William B. Littreal

Senior Executive Vice President and Chief Financial Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE

$0.27 per common share payable on April 10, 2026, to shareholders of record on March 31, 2026.

The amount and declaration of future cash dividends are subject to Board of Directors' approval in addition to regulatory restrictions.

Founded in 1999, TowneBank is a company built on relationships, offering a full range of banking and other financial services, with a focus of serving others and enriching lives. Dedicated to a culture of caring, TowneBank values all employees and members by embracing their diverse talents, perspectives, and experiences.

Today, TowneBank operates over 70 banking offices throughout Hampton Roads and Central Virginia, Eastern and Central North Carolina, the Greenville and upstate region of South Carolina, and Charleston, South Carolina - serving as a local leader in promoting the social, cultural, and economic growth in each community. Towne offers a competitive array of business and personal banking solutions, delivered with only the highest ethical standards. Experienced local bankers providing a higher level of expertise and personal attention with local decision-making are key to the TowneBank strategy. TowneBank has grown its capabilities beyond banking to provide expertise through its affiliated companies that include Towne Wealth Management, Towne Insurance Agency, Towne Benefits, TowneBank Mortgage, TowneBank Commercial Mortgage, Berkshire Hathaway HomeServices RW Towne Realty, Towne 1031 Exchange, LLC, Towne Vacations, and Towne Trust Company, N.A. With total assets of $19.69 billion as of December 31, 2025, TowneBank is one of the largest banks headquartered in Virginia.

G. Robert Aston, Jr., Executive Chairman, 757-638-6780

William I. Foster III, President and Chief Executive Officer, 757-417-6482

William B. Littreal, Chief Financial Officer, 757-638-6813