Bank of the James (NASDAQ: BOTJ) announces director and key officer retirement

Rhea-AI Filing Summary

Bank of the James Financial Group, Inc. reported that J. Todd Scruggs has retired from all of his roles with the organization effective January 5, 2026. He stepped down as a director on the Company’s Board, as Secretary and Treasurer of the Company, and from his positions as Executive Vice President and Chief Investment Officer of Bank of the James.

The Company states that Mr. Scruggs’ retirement was not due to any disagreement regarding operations, policies, or practices, indicating an orderly leadership transition. A press release dated January 9, 2026 is provided as an exhibit and the Company publicly expresses appreciation for his many years of leadership, including prior service as Chief Financial Officer and more recent service as Chief Investment Officer.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

Current Report

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 5, 2026

_________________

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. ☐

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

Exhibit No.	Exhibit Description
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
99.1	Press release dated January 9, 2026

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: Janaury 9, 2026			BANK OF THE JAMES FINANCIAL GROUP, INC.
			By /S/ Robert R. Chapman III Robert R. Chapman III President

2

FAQ

What leadership change did Bank of the James Financial Group (BOTJ) disclose?

The Company disclosed that J. Todd Scruggs retired effective January 5, 2026, from the Board of Directors of Bank of the James Financial Group, Inc. and its subsidiary, Bank of the James.

Which positions did J. Todd Scruggs hold at Bank of the James (BOTJ) before retiring?

Before retiring, Mr. Scruggs served as a director on the Company’s Board, Secretary and Treasurer of the Company, and Executive Vice President and Chief Investment Officer of Bank of the James.

Did J. Todd Scruggs leave Bank of the James (BOTJ) due to any disagreement with the Company?

No. The Company states that Mr. Scruggs’ retirement was not the result of any disagreement with the Company on matters related to operations, policies, or practices.

How did Bank of the James (BOTJ) characterize J. Todd Scruggs’ contributions?

The Company expressed appreciation for Mr. Scruggs’ many years of leadership, service, and contributions, specifically noting his prior role as Chief Financial Officer and his recent role as Chief Investment Officer.

Is there a related press release about the retirement at Bank of the James (BOTJ)?

Yes. A press release dated January 9, 2026 announcing Mr. Scruggs’ retirement is attached as Exhibit 99.1 and incorporated by reference.

Does the 8-K filing for Bank of the James (BOTJ) include any financial statements or acquisition details?

No. The filing states that financial statements of businesses acquired, pro forma financial information, and shell company transactions are not applicable for this report.