[8-K/A] Bank of the James Financial Group, Inc Amends Material Event Report

Rhea-AI Filing Summary

Franklin Resources, Inc. and certain affiliates have filed Amendment No. 1 to Schedule 13G disclosing a >5% passive stake in Infinity Natural Resources, Inc. (CUSIP 456941103). As of 30 Jun 2025, the Franklin group reports beneficial ownership of 1,092,884 Class A shares, representing 7.2 % of the outstanding class. Voting and dispositive authority are held solely by subsidiaries, primarily Franklin Advisers, Inc. (1,069,795 shares; 7.0 %), with small additional positions managed by Fiduciary Trust Company International (22,000) and Fiduciary Trust International, LLC (1,089). Charles B. Johnson and Rupert H. Johnson, Jr. report zero direct ownership.

The filing is made under Rule 13d-1(b), indicating the shares were acquired in the ordinary course of investment and not for the purpose of influencing control. No other members are acting as a group, and there are no shared voting or dispositive powers.

• Date of event: 30 Jun 2025
• Filing date: 01 Aug 2025
• Percent of class owned: 7.2 %

Positive

• Franklin Resources now owns 1,092,884 shares (7.2 %) of Infinity Natural Resources, indicating substantial institutional interest.
• Ownership is reported as passive under Schedule 13G, reducing the likelihood of disruptive activism while still expanding the professional shareholder base.

Negative

• None.

Insights

Financial Analyst

TL;DR – Franklin’s 7.2 % passive stake signals institutional confidence and adds liquidity support.

Franklin Resources is a large, long-term asset manager; its emergence as a 7 % holder enhances Infinity Natural Resources’ visibility with buy-side firms. Because the filing is on Schedule 13G, Franklin states it is a passive investor, reducing the likelihood of activism but still indicating positive assessment of the issuer’s risk-reward profile. The concentration of voting/dispositive power in Franklin Advisers suggests the shares are held across diversified managed accounts, limiting forced selling risk. Overall, the disclosure is modestly positive for market perception and could broaden the shareholder base.

Corporate Governance Expert

TL;DR – Passive ownership >5 % triggers reporting but poses no governance pressure.

The Johnson family insiders show 0 % direct ownership, so board influence remains unchanged. Franklin’s passive stance (Rule 13d-1(b)) means no intent to push strategic changes; however, a reputable institutional holder can still enhance market discipline. Because voting is sole, not shared, coordination with other investors is unlikely. Governance impact is therefore low, but the filing confirms that no single shareholder controls the company, keeping governance balance intact.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K/A

_________________

Current Report

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 4, 2025

_________________

BANK OF THE JAMES FINANCIAL GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

_________________

Virginia	001-35402	20-0500300
(State or other jurisdiction of 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 Symbol(s)		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. ☐

This Amendment on Form 8-K/A (this “Form 8-K/A”) amends the Current Report on Form 8-K of Bank of the James Financial Group, Inc. (the “Company”), dated August 4, 2025 (the “Original Report”). Specifically, this Amendment revises Item 2.02 of the Original Report solely to correct inadvertent typographical errors in the press release furnished as Exhibit 99.1 thereto.

In the tenth bullet point under the heading “Second Quarter, First Half of 2025 Highlights”, and in the first paragraph under the heading “Balance Sheet: Strong Cash Position, High Asset Quality”, total assets were stated to be $1.04 billion. The correct figure is $1.004 billion.

In the second paragraph under the heading “Balance Sheet: Strong Cash Position, High Asset Quality,” the Company inadvertently omitted the word “millions” following two references to loan balances.

A corrected version of the press release correcting the typographical errors is furnished as Exhibit 99.1 to this Form 8-K/A.

Except as described above, no other changes have been made to the Original Report. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Report.

Item 2.02 - Results of Operations and Financial Condition

On Monday, August 4, 2025, Bank of the James Financial Group, Inc. (the “Company”) issued a press release announcing financial results for the three and six months ended June 30, 2025 (the “Press Release”). A corrected version of this Press Release is attached hereto as Exhibit 99.1.

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 August 4, 2025. (corrected)
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: August 5, 2025			BANK OF THE JAMES FINANCIAL GROUP, INC.
			By /s/ J. Todd Scruggs J. Todd Scruggs Secretary-Treasurer

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FAQ

How many Infinity Natural Resources (INR) shares does Franklin Resources own?

Franklin Resources reports 1,092,884 Class A shares, equal to 7.2 % of the outstanding class.

Which Franklin subsidiary holds most of the INR stake?

Franklin Advisers, Inc. controls 1,069,795 shares (7.0 % of the class) with sole voting and dispositive power.

Is Franklin Resources an activist in Infinity Natural Resources?

No. The filing is on Schedule 13G under Rule 13d-1(b), indicating a passive investment purpose.

Do Charles B. Johnson or Rupert H. Johnson, Jr. personally own INR shares?

Both insiders report 0 shares beneficially owned.

When is the ownership date that required this filing?

The reportable event occurred on 30 June 2025.

What percentage of Infinity Natural Resources’ Class A shares is now institutionally held by Franklin entities?

Combined Franklin entities hold 7.2 % of the class.