8-K
Bank Of The James Financial Group Inc (BOTJ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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): October 28, 2025
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BANK OF THE JAMES FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Virginia | 001-35402 | 20-0500300 |
|---|---|---|
| (State or other jurisdiction of<br><br>incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
| 828 Main Street, Lynchburg, VA | 24504 | |
| (Address of Principal Executive Offices) | (Zip code) | |
| Registrant’s telephone number, including area code | (434) 846-2000 |
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:
| Title of Each Class | Trading<br><br>Symbol(s) | Name of Each Exchange<br><br>on Which Registered |
|---|---|---|
| Common Stock, $2.14 par value | BOTJ | The NASDAQ Capital Market |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) Departure of Chief Financial Officer; (c) Appointment of Chief Financial Officer
On October 28, 2025, the Board of Directors of Bank of the James, a wholly-owned subsidiary of Bank of the James Financial Group, Inc. (the “Company”), approved certain senior leadership changes, effective January 1, 2026.
J. Todd Scruggs, age 57, has served as the Bank’s Chief Financial Officer (“CFO”) since 1999 and as the Company’s principal accounting officer since its formation in 2003. He will transition to the newly established role of Chief Investment Officer (“CIO”) effective January 1, 2026. Until that date, Mr. Scruggs will continue his current duties as CFO and assist in the orderly transition of responsibilities.
Eric J. Sorenson, Jr., age 59, currently serving as the Bank’s General Counsel, has been appointed to succeed Mr. Scruggs as CFO effective January 1, 2026.
Mr. Sorenson has served as General Counsel of the Bank since 2022 and has advised the Company for more than 25 years on legal, regulatory, and financial matters. Prior to joining the Bank, Mr. Sorenson was a member of Woods Rogers, PLC. In his new capacity as CFO, Mr. Sorenson will oversee the Company’s financial, accounting, treasury, budgeting, and reporting functions, and will work closely with Mr. Scruggs in his CIO role and with the Board to ensure disciplined capital allocation and financial oversight.
There are no family relationships between either Mr. Sorenson or Mr. Scruggs and any director or executive officer of the Company, and there have been no transactions in which either has or will have a direct or indirect material interest that require disclosure under Item 404(a) of Regulation S-K.
Neither Mr. Sorenson nor Mr. Scruggs has a written employment agreement or other individualized compensation agreement with the Company. Each participates in the Company’s salary continuation plan, the terms of which have been previously disclosed, and no amendments to those plans or new compensatory arrangements have been made in connection with these role transitions.
The Board determined that the planned transition is not the result of any disagreement with the Company or its management on any matter relating to the Company’s operations, policies, or practices.
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
| Exhibit No. | Exhibit Description |
|---|---|
| 99.1 | Bank of the James Financial Group, Inc. Press Release October 30, 2025 |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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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.
| Date: October 30, 2025 | BANK OF THE JAMES FINANCIAL GROUP, INC. |
|---|---|
| By /s/ J. Todd Scruggs<br><br>J. Todd Scruggs<br><br>Secretary-Treasurer |
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Exhibit 991 Re Transition
Exhibit 99.1
Bank of the James Announces CFO–CIO Transition and Appointment of New Chief Financial Officer
LYNCHBURG, VA, October 30, 2025 -- Bank of the James Financial Group, Inc. (the “Company”) (NASDAQ:BOTJ), the parent company of Bank of the James (the “Bank”), a full-service commercial and retail bank, and Pettyjohn, Wood & White, Inc. (“PWW”), an SEC-registered investment advisor, today announced changes to the Bank’s executive leadership to improve oversight and better coordinate financial and investment approaches. | · | J. Todd Scruggs, currently serving as Chief Financial Officer, will transition to the new role of Chief Investment Officer (CIO). | | --- | --- | | · | Eric J. Sorenson, Jr., who has served as General Counsel for more than three years and has advised the Bank and the Company on regulatory, legal, and financial matters for over 25 years, will be appointed as Chief Financial Officer (CFO). | | --- | --- | These leadership changes show the Board’s trust in our leaders and reinforce our dedication to rigorous oversight of both financial operations and investments.
“We are fortunate to have outstanding leaders in both Todd Scruggs and Rick Sorenson,” said Robert R. Chapman III, Chief Executive Officer of the Bank. “Todd has been key to our financial leadership since the Bank’s founding. His judgment, discipline, and strategic vision will be vital to managing our investment portfolio as CIO. At the same time, Rick has been a trusted partner across regulatory, legal, and financial matters for decades, and is exceptionally well positioned to lead our finance team. Rick and Todd will continue to work closely with each other during this transition and afterwards.”
Augustus A. Petticolas, Jr., Chairman of the Board of Directors agreed, adding: “On behalf of the Board of Directors, I would like to thank Todd for his outstanding leadership and service as our first CFO. The board is confident in both Todd and Rick as they assume these important roles. We will miss seeing Todd as CFO but look forward to working with him as CIO.”
Leadership Transition Overview
This transition supports the Company’s long-term strategic and governance goals in key ways, including: | 1. Focused responsibilities— by separating oversight of the investment portfolio from financial operations, each executive can devote full attention to critical responsibilities. | | --- | | 2. Balanced skillsets — Mr. Scruggs brings deep investment experience and a long track record of managing capital and risk, while Mr. Sorenson brings in-depth knowledge of regulatory, legal, and financial frameworks, along with institutional continuity. | | --- | | 3. Strengthen governance — this transition reinforces the Company’s commitment to robust management, leadership continuity, and sound oversight of financial and investment functions. | | --- |
About Eric J. Sorenson, Jr.
Mr. Sorenson has served as Executive Vice President - General Counsel of the Bank since 2022, guiding the Bank and the Company through complex regulatory, legal, compliance, and strategic matters. Prior to joining the Bank, he worked with the Company for more than 20 years as outside counsel, advising on legal, regulatory, and financial issues. Mr. Sorenson has also worked closely with Mr. Scruggs and other members of the Company’s finance and accounting team on financial reporting, capital planning, and corporate governance. In the CFO role, he will oversee financial, accounting, treasury, budgeting, and reporting functions, ensuring continued transparency and disciplined capital management.
About J. Todd Scruggs
Mr. Scruggs has served as the Bank’s CFO since its founding over 26 years ago, overseeing financial planning, reporting, capital markets, and risk functions. In the CIO role, he will assume responsibility for managing and optimizing the Bank’s investment portfolio, strategic asset allocation, risk management, and investment governance, bringing to bear his deep experience in capital markets, valuation, and portfolio management.
Timing and Transition
The transition will take effect January 1, 2026. Until that time, Mr. Scruggs will continue as CFO while partnering closely with Mr. Sorenson to ensure a smooth transition. The Board and leadership team are committed to ensuring continuity and minimal disruption to operations, reporting, and investor communications.
“This realignment reflects our focus on the Company’s future and our commitment to both continuity and strong leadership,” said Robert R. Chapman III, Chief Executive Officer of the Bank. “Rick and Todd are trusted and experienced professionals who exemplify our values and will continue to uphold our standards as the Bank continues to execute our strategy, serve our customers, and create long-term value for shareholders and communities.”
About the Company
Bank of the James, a wholly-owned subsidiary of Bank of the James Financial Group, Inc. opened for business in July 1999 and is headquartered in Lynchburg, Virginia. The Bank currently services customers in Virginia from offices located in Altavista, Amherst, Appomattox, Bedford, Blacksburg, Buchanan, Charlottesville, Forest, Harrisonburg, Lexington, Lynchburg, Madison Heights, Nellysford, Roanoke, Rustburg, and Wytheville. The Bank offers full investment and insurance services through its BOTJ Investment Services division and BOTJ Insurance, Inc. subsidiary. The Bank provides mortgage loan origination through Bank of the James Mortgage, a division of Bank of the James. The Company provides investment advisory services through its wholly-owned subsidiary, Pettyjohn, Wood & White, Inc., an SEC-registered investment advisor. Bank of the James Financial Group, Inc. common stock is listed under the symbol “BOTJ” on the NASDAQ Stock Market, LLC. Additional information on the Company is available at: www.bankofthejames.bank.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “estimate,” “expect,” “intend,” “anticipate,” “plan” and similar expressions and variations thereof identify certain of such forward-looking statements which speak only as of the date on which they were made. The Company
undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those indicated in the forward-looking statements as a result of various factors. Such factors include, but are not limited to, competition, general economic conditions, potential changes in interest rates, changes in the value of real estate securing loans made by the Bank, as well as geopolitical conditions. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in the Company’s filings with the Securities and Exchange Commission.
CONTACT: J. Todd Scruggs, Executive Vice President and Chief Financial Officer (434) 846-2000.