Bank of the James Financial Group Enters Material Agreement

TL;DR

BOTJ inked a big deal, creating a new financial obligation. Details in the 8-K.

AI Summary

On August 18, 2025, Bank of the James Financial Group, Inc. entered into a material definitive agreement. This agreement also created a direct financial obligation for the registrant. The filing includes financial statements and exhibits related to this event.

Why It Matters

This filing indicates a significant new financial commitment or partnership for Bank of the James Financial Group, which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and financial obligations can introduce new risks related to performance, market conditions, or integration.

Key Players & Entities

• BANK OF THE JAMES FINANCIAL GROUP, INC. (company) — Registrant
• August 18, 2025 (date) — Date of Earliest Event Reported
• Virginia (location) — State of Incorporation
• 001-35402 (identifier) — Commission File Number
• 20-0500300 (identifier) — IRS Employer Identification No.
• 828 Main Street, Lynchburg, VA 24504 (address) — Principal Executive Offices
• 434-846-2000 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $2.14 — e on Which Registered Common Stock, $2.14 par value BOTJ The NASDAQ Capital M
• $11,000,000 — nally issued in the principal amount of $11,000,000, and the proceeds of the borrowing were
• $61,000 — 0, 2025, in the amount of approximately $61,000 per month (from approximately $81,000),
• $81,000 — y $61,000 per month (from approximately $81,000), with a final balloon payment of appro
• $7,410,000 — final balloon payment of approximately $7,410,000 due at maturity. 4. Provide the Compa
• $1,000,000 — chedule in the event of a prepayment of $1,000,000 or more, such that the remaining princi
• $8.9 million — lance of the NBB Note was approximately $8.9 million. The NBB Note continues to be secured b
• $7.4 million — final balloon payment of approximately $7.4 million due at maturity. In addition, the Compa
• $1.0 million — dule in connection with a prepayment of $1.0 million or more. As of August 31, 2025, the o

Filing Documents

• botj-20250818x8k.htm (8-K) — 84KB
• botj-20250818xex10_1.htm (EX-10.1) — 49KB
• 0001562762-25-000214.txt ( ) — 246KB
• botj-20250818.xsd (EX-101.SCH) — 2KB
• botj-20250818_lab.xml (EX-101.LAB) — 13KB
• botj-20250818_pre.xml (EX-101.PRE) — 10KB
• botj-20250818x8k_htm.xml (XML) — 5KB

01 - Entry into a Material Definitive Agreement

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 t o 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 schedul e , 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 Ob

01 - Financial Statements and Exhibits

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 10.1 Second Note Modification Agreement and Allonge to Secured Promissory Note, dated September 1, 2025, between Bank of the James Financial Group, Inc. and The National Bank of Blacksburg. 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: August 20, 2025 BANK OF THE JAMES FINANCIAL GROUP, INC . By /s/ J. Todd Scruggs J. Todd Scruggs Secretary-Treasurer 3

View Full Filing

View this 8-K filing on SEC EDGAR