BOTJ 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
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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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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 5, 2026, J. Todd Scruggs retired from his position as a director on the Board of Directors of Bank of the James Financial Group, Inc. (the “Company”) and its subsidiary, Bank of the James, effective immediately. On the same date, Mr. Scruggs also retired from his positions as Secretary and Treasurer of the Company and as Executive Vice President and Chief Investment Officer of the Bank.
Mr. Scruggs’ retirement was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
A copy of the press release announcing Mr. Scruggs's retirement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Company expresses its appreciation to Mr. Scruggs for his many years of leadership, service, and contributions to the Company and Bank of the James, including his prior service as Chief Financial Officer and his recent service as Chief Investment Officer.
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 |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
99.1 |
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: Janaury 9, 2026 | BANK OF THE JAMES FINANCIAL GROUP, INC. | ||
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| By /S/ Robert R. Chapman III Robert R. Chapman III President | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Bank of the James Financial Group, Inc. Announces Retirement of Co-Founder and Director J. Todd Scruggs
LYNCHBURG, Va., January 9, 2026 — Bank of the James Financial Group, Inc. (the “Company”) (NASDAQ: BOTJ), the parent company of Bank of the James (the “Bank”), today announced the retirement of J. Todd Scruggs from the Boards of Directors of the Company and the Bank and from his executive roles, effective January 5, 2026.
Mr. Scruggs, along with Robert R. Chapman III, was one of the two founders of Bank of the James in 1998, and was instrumental in recruiting the initial Board of Directors and raising the Bank's starting capital. As Chief Financial Officer from the Bank's inception through 2025, he managed the Company's financial strategy through more than 25 years of growth, including its transition to a public company and its subsequent regional expansion. Most recently, he served as Executive Vice President and Chief Investment Officer of the Bank and as Secretary and Treasurer of the Company.
“Todd and I began this journey together in 1998, and his contribution to our success cannot be overstated,” stated Robert R. Chapman III, CEO of the Bank. “He was key to our growth from a de novo bank with $10 million in initial capital to a regional institution with over $1 billion in assets and more than 20 Virginia locations across Region 2000, Roanoke, Charlottesville, Harrisonburg and Lexington. We have relied on his financial discipline, wisdom, and leadership for over 25 years. We thank him for ensuring a seamless transition of his CFO responsibilities and are pleased that the bank will continue to have access to his institutional knowledge. We celebrate his impact on our communities and we all wish him the very best.”
The Company and the Bank express their deep gratitude to Mr. Scruggs for his decades of service, his guidance as a director, and his commitment to the organization’s mission.
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.
CONTACT: Robert R. Chapman, III, Chief Executive Officer (434)846-2000.