8-K
Bank Of The James Financial Group Inc (BOTJ)
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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): March 18, 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
On March 18, 2024, each of Thomas W. Pettyjohn, Jr. and James F. Daly announced his intention not to seek re-election to the Board of Directors of the Bank of the James Financial Group, Inc. and its subsidiary Bank of the James. Both will retire effective at the conclusion of The Annual Meeting of Shareholders of Bank of the James Financial Group, Inc., which is scheduled for May 20, 2025.
At this time, the Company has elected not to fill these vacancies following these retirements, and the size of the board will decrease from 13 to 11 members.
The Company expresses its appreciation to both Mr. Pettyjohn and Mr. Daly for their leadership, service, and contributions to the Company and Bank of the James.
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 |
|---|---|
| 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.
| Date: March 20, 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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