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 incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
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828 Main Street, Lynchburg, VA |
| 24504 |
(Address of Principal Executive Offices) |
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Registrant’s telephone number, including area code |
| (434) 846-2000 |
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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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Title of Each Class |
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| Name of Each Exchange 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 2.02 - Results of Operations and Financial Condition
On Thursday, October 30, 2025, Bank of the James Financial Group, Inc. (the “Company”) issued a press release announcing financial results for the three and nine months ended September 30, 2025 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1.
Item 8.01 - Other Events
On October 28, 2025, the Board of Directors of the Company declared a quarterly cash dividend of $0.10 per share of common stock. The dividend will be paid on or about December 5, 2025 to stockholders of record as of the close of business on November 21, 2025.
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 |
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 |
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: October 30, 2025 | BANK OF THE JAMES FINANCIAL GROUP, INC. | ||
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| By /s/ J. Todd Scruggs J. Todd Scruggs Secretary-Treasurer | |