UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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Current Report
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
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(Exact Name of Registrant as Specified in Its Charter)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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. ☐
Item 1.01 - Entry into a Material Definitive Agreement.
On August 18, 2025, Bank of the James Financial Group, Inc. (the “Company”) entered into a Second Note Modification Agreement and Allonge (the “Second Allonge”) with The National Bank of Blacksburg (“NBB”) with respect to that certain Secured Promissory Note dated December 29, 2021 (the “NBB Note”), as previously modified on June 30, 2022. The Second Allonge is effective as of September 1, 2025.
The NBB Note was originally issued in the principal amount of $11,000,000, and the proceeds of the borrowing were used in part to finance the acquisition of Pettyjohn, Wood & White, Inc., the Company’s wholly-owned investment advisory subsidiary.
The Second Allonge amends the NBB Note to, among other things:
1.Extend the maturity date to August 31, 2030 (from December 31, 2026).
2.Adjust the interest rate to 5.65% per annum (from 3.90%).
3.Re-amortize the repayment schedule, requiring 240 equal monthly installments of principal and interest beginning September 30, 2025, in the amount of approximately $61,000 per month (from approximately $81,000), with a final balloon payment of approximately $7,410,000 due at maturity.
4.Provide the Company with the option to recast the amortization schedule in the event of a prepayment of $1,000,000 or more, such that the remaining principal would be re-amortized over the original amortization period without changing the maturity date or interest rate.
As of August 31, 2025, the outstanding principal balance of the NBB Note was approximately $8.9 million. The NBB Note continues to be secured by a first-priority lien on approximately 4.95% of the Bank’s common stock.
The foregoing description of the Second Allonge is a summary and is qualified in its entirety by reference to the full text of the Second Allonge, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Second Allonge is incorporated herein by reference.
Pursuant to the Second Allonge, the maturity date of the Company’s outstanding indebtedness to NBB was extended to August 31, 2030, the applicable interest rate was adjusted to 5.65% per annum effective September 1, 2025, and the repayment schedule was modified to provide for equal monthly installments of principal and interest of approximately $61,000 through maturity, with a final balloon payment of approximately $7.4 million due at maturity. In addition, the Company obtained the right to request a one-time recast of the amortization schedule in connection with a prepayment of $1.0 million or more.
As of August 31, 2025, the outstanding principal balance of the indebtedness was approximately $8.9 million. The Company’s obligations remain secured by a first-priority lien on approximately 4.95% of the Bank’s common stock.
Item 9.01 - Financial Statements and Exhibits
(a) Financial statements of businesses acquired – not applicable
(b) Pro forma financial information – not applicable
(c) Shell company transactions – not applicable
(d) Exhibits
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Exhibit No. | Exhibit Description |
10.1 | |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: August 20, 2025 | BANK OF THE JAMES FINANCIAL GROUP, INC. | ||
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| By /s/ J. Todd Scruggs J. Todd Scruggs Secretary-Treasurer | |
Exhibit 10.1
SECOND NOTE MODIFICATION AGREEMENT
AND ALLONGE TO SECURED PROMISSORY NOTE
THIS NOTE MODIFICATION AGREEMENT AND ALLONGE TO SECURED PROMISSORY NOTE is made as effective this 1st day of September, 2025 (the “Second Modification Effective Date”), by and between BANK OF THE JAMES FINANCIAL GROUP, INC, a Virginia corporation (the “Borrower”), and THE NATIONAL BANK OF BLACKSBURG (the “Lender”), and shall be, and hereby is, attached to and made a part of that certain Secured Promissory Note of the Borrower dated December 29, 2021 made payable to the order of the Lender in the original principal sum of up to Eleven Million and no/100 Dollars ($11,000,000.00), as amended by that certain Note Modification Agreement and Allonge to Secured Promissory Note dated June 22, 2022 (collectively, the “Note”).
RECITALS:
WHEREAS, following payment of the regular payment due on August 31, 2025 the principal balance due on the Note is approximately Eight Million, Eight Hundred Seventy-Five Thousand, One Hundred Twenty-Seven Dollars and Eighty-Six cents ($8,875,127.86); and
WHEREAS, the parties hereto desire to amend and modify certain terms of the Note as set forth below.
NOW, THEREFORE, in consideration of the premises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Borrower and the Lender agree as follows:
A.The Note is hereby amended and modified as follows:
A.1.The first paragraph of the Note is hereby deleted in its entirety and the following is substituted in its place and stead:
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$11,000,000.00 |
December 29, 2021 Modified June 30, 2022 Modified September 30, 2025 |
FOR VALUE RECEIVED, the undersigned, BANK OF THE JAMES FINANCIAL GROUP, INC., a Virginia corporation having a principal business address at 828 Main Street, Lynchburg, VA 24504 (“Borrower”), hereby promises to pay to the order of THE NATIONAL BANK OF BLACKSBURG (“Lender”), at 100 South Main Street, Blacksburg, VA 24060, or at such other place as Lender may designate to Borrower in writing from time to time, the original principal sum of Eleven Million and
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no/100 Dollars ($11,000,000.00), together with interest on so much thereof as is from time to time outstanding and unpaid, from the date of the advance of the principal evidenced hereby through June 30, 2022 at the rate of Four Percent (4.00%) per annum thereafter through August 30, 2025 at the rate of Three and Nine-Tenths Percent (3.90%) per annum, and thereafter at the rate of Five and Sixty-Five One Hundredths Percent (5.65%) all subject to and in accordance with the amortized payment schedule described herein below, together with all other amounts due hereunder, in lawful money of the United States of America, which shall at the time of payment be legal tender in payment of all debts and dues, public and private.”
A.2.Section 1.2 of the Note is hereby deleted in its entirety and the following is substituted in its place and stead:
“1.2.Due Date. All payments of interest, principal and other amounts, if any, due under this Note shall be made on or by the date that each such payment is due under the terms of this Note by check, by wire transfer to the designated account of Lender or by other automated method approved by Lender in writing. All outstanding principal and accrued interest due under this Note shall be due in full, if not sooner paid, on August 31, 2030 (the “Due Date”).
A.3.Section 1.4.1 of the Note is hereby deleted in its entirety and the following is substituted in its place and stead:
“1.4.1.Payment of the principal sum of this Note and applicable interest thereon has been calculated on the basis of an amortization schedule consisting of two hundred forty (240) equal monthly payments of principal and interest starting on the Second Modification Effective Date. Except as may be modified by Paragraph 1.7 of this Note, Borrower shall be required to pay to Lender sixty (60) equal monthly payments of principal and interest in the amount of $61,805.22, with each monthly installment being due and payable on the last day of each calendar month, until the Due Date, when a balloon payment of approximately $7,409,951.37, consisting of the then-outstanding principal balance of this Note together with the accrued interest thereon, shall be due and payable by Borrower to Lender. The first such payment under this note shall be due and payable on September 30, 2025.”
A.4.The following shall be inserted as new paragraph 1.7 of the Note.
“1.7.Recast of Amortization Schedule upon Large Prepayment. If at any time before the Due Date the Borrower makes a prepayment of principal in the amount of One Million Dollars ($1,000,000) or more, then upon the Borrower’s written request the Lender shall recast the amortization schedule of the outstanding principal balance of this Note. Such recast shall be effected by reamortizing the then-remaining principal balance of the loan over the remaining original amortization period, thereby adjusting the amount of each periodic payment due for the rest of the term to reflect the reduced principal. No such reamortization shall extend or otherwise change the Due Date, the interest rate, or any other term of this Note; only the amount of the periodic payments shall change to account for the prepayment. The Borrower may exercise the recast option under this
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provision only once during the term of the loan, and any request for reamortization under this Section must be made prior to the Due Date.”
B.Borrower shall deliver to Lender, on an annual basis within 90 days of fiscal year-end, Borrower’s annual financial statements.
C.Borrower reaffirms that Lender has a first priority lien on the Collateral as described in the Note.
Except as expressly set forth herein, the terms and conditions of the Note remain unchanged.
D.This Note Modification Agreement and Allonge to Secured Promissory Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflicts of laws rules or principles.
E.It is understood and agreed that this Note Modification Agreement and Allonge to Secured Promissory Note may be executed in multiple counterparts, and that each such executed counterpart shall for all purposes be regarded as, and shall have the same effect as, an original, and that all such executed counterparts shall together be deemed to constitute one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties to this Note Modification Agreement and Allonge to Secured Promissory Note set their hands and seals below as of the date first written above.
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LENDER: |
BORROWER: |
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NATIONAL BANK OF BLACKSBURG
By _______________________________ Its _____________________________ |
BANK OF THE JAMES FINANCIAL GROUP, INC.
By ___________________________ Its _________________________ |
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