BANK OF THE JAMES FINANCIAL GROUP INC reported that Fourthstone-related reporting persons together beneficially own listed blocks of Common Stock. Fourthstone LLC directly holds 385,498 shares (reported as 8.48% of the class) based on 4,543,338 shares outstanding as of March 25, 2026.
The filing states these shares were acquired in the ordinary course of business by an investment adviser and are not held to change or influence control. Ownership is reported across affiliated entities and an individual managing member with shared voting and dispositive power noted on the cover pages.
Positive
None.
Negative
None.
Insights
Ownership disclosure shows a single adviser group holds a meaningful minority stake.
The excerpt lists 385,498 shares held directly by Fourthstone LLC and affiliated vehicles, representing 8.48% of the outstanding common stock (outstanding basis: March 25, 2026). The filing attributes shared voting and dispositive power across related entities and the managing member.
Because the filing emphasizes acquisition "in the ordinary course of business" and disclaims control intent, this is a passive disclosure under Section 13. Subsequent filings would show any change in voting patterns or schedules; timing and cash‑flow treatment are not stated here.
Schedule 13G/A amendment updates beneficial ownership details and related-party attributions.
The amendment clarifies beneficial ownership across Fourthstone LLC, its Cayman master fund, GP entities, and L. Phillip Stone, IV, citing shared voting/dispositive figures on cover pages. Percentages use the issuer's Form 10‑K outstanding count of 4,543,338 shares.
Filers certify passive intent and note that holdings were not acquired to influence control. Watch for future amendments or Schedule 13D filings if the group changes intent or increases stake materially.
Key Figures
Shares held by Fourthstone LLC:385,498 sharesPercent of class:8.48%Shares outstanding used:4,543,338 shares+4 more
7 metrics
Shares held by Fourthstone LLC385,498 sharesDirect holdings reported on cover page
Percent of class8.48%Calculated using outstanding shares as of March 25, 2026
Shares outstanding used4,543,338 sharesOutstanding as of <date>March 25, 2026</date> per Form 10‑K
Fourthstone Master Opportunity Fund Ltd. holdings296,731 sharesAffiliated fund reported on cover page
Fourthstone GP LLC holdings88,767 sharesGeneral partner reported on cover page
Fourthstone QP Opportunity Fund holdings81,923 sharesAffiliated fund reported on cover page
Fourthstone Small‑Cap Financials Fund holdings6,844 sharesAffiliated fund reported on cover page
Key Terms
beneficially owned, shared dispositive power, Schedule 13G/A, ordinary course of business
4 terms
beneficially ownedregulatory
"Amount beneficially owned: Fourthstone LLC acquired the Issuer's shares in the ordinary course of business"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 385,498.00 reported on cover pages"
Schedule 13G/Aregulatory
"This is being filed by Fourthstone LLC ... the Reporting Persons"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
ordinary course of businessregulatory
"acquired the Issuer's shares in the ordinary course of business as a registered investment adviser"
The ordinary course of business means the regular, routine activities a company carries out to operate day-to-day — sales, payroll, supplier orders, customer service and similar predictable tasks. For investors, distinguishing these normal activities from unusual transactions is important because routine actions signal steady operations and predictable cash flow, while departures from the ordinary course (like one‑off deals or emergency costs) can indicate added risk or one-time impacts to earnings, much like household chores versus a sudden home renovation.
What stake does Fourthstone hold in BANK OF THE JAMES (BOTJ)?
Fourthstone LLC directly holds 385,498 shares, reported as 8.48% of the class. The percentage is calculated using 4,543,338 shares outstanding as of March 25, 2026 per the issuer's Form 10‑K.
Does the Schedule 13G/A indicate an intent to control BANK OF THE JAMES?
No. The filing states the shares were acquired "in the ordinary course of business" by an investment adviser and expressly certifies they were not acquired to change or influence control of the issuer.
Which affiliated entities are reported alongside Fourthstone in this filing?
The filing lists Fourthstone Master Opportunity Fund Ltd., Fourthstone GP LLC, Fourthstone QP Opportunity Fund, Fourthstone Small‑Cap Financials Fund, and individual L. Phillip Stone, IV as reporting persons with shared interests.
What voting or dispositive power is reported for Fourthstone?
The cover pages report 0 sole voting power and 385,498 shared voting and dispositive power for Fourthstone LLC on its cover page; similar shared powers are shown for affiliated entities on their respective cover pages.
What outstanding share count does the filing use to calculate percentages?
Percentages in Row 11 are based on 4,543,338 shares of Common Stock outstanding as of March 25, 2026, according to the issuer's Form 10‑K filed March 26, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
BANK OF THE JAMES FINANCIAL GROUP INC
(Name of Issuer)
Common Stock, $2.14 per share par value
(Title of Class of Securities)
470299108
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
470299108
1
Names of Reporting Persons
Fourthstone LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
385,498.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
385,498.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
385,498.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.48 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (6), (8), (9) and (11).
SCHEDULE 13G
CUSIP Number(s):
470299108
1
Names of Reporting Persons
Fourthstone Master Opportunity Fund Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
296,731.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
296,731.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
296,731.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.53 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (6), (8), (9) and (11).
SCHEDULE 13G
CUSIP Number(s):
470299108
1
Names of Reporting Persons
Fourthstone GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
88,767.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
88,767.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
88,767.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.95 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (6), (8), (9) and (11).
SCHEDULE 13G
CUSIP Number(s):
470299108
1
Names of Reporting Persons
Fourthstone QP Opportunity Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
81,923.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
81,923.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
81,923.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.80 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (6), (8), (9) and (11).
SCHEDULE 13G
CUSIP Number(s):
470299108
1
Names of Reporting Persons
Fourthstone Small-Cap Financials Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,844.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,844.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,844.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.15 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (6), (8), (9) and (11).
SCHEDULE 13G
CUSIP Number(s):
470299108
1
Names of Reporting Persons
L. Phillip Stone, IV
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
385,498.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
385,498.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
385,498.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.48 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (6), (8), (9) and (11).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BANK OF THE JAMES FINANCIAL GROUP INC
(b)
Address of issuer's principal executive offices:
828 Main Street, Lunchburg, VA 24504
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed by Fourthstone LLC, a Delaware Limited Liability Company and Investment Adviser ("Fourthstone"). The persons reporting information on this Schedule 13G include, in addition to Fourthstone, a company incorporated in the Cayman Islands ("Fourthstone Master Opportunity Fund"), a Delaware Limited Partnership ("Fourthstone QP Opportunity"), a Delaware Limited Partnership ("Fourthstone Small-Cap Financials"), a Delaware Limited Liability Company ("Fourthstone GP, " General Partner of Fourthstone QP Opportunity and Fourthstone Small-Cap Financials), and L. Phillip Stone, IV, a citizen of the United States of America, who is the Managing Member of Fourthstone and Fourthstone GP (each, a "Reporting Person" and, together, the "Reporting Persons"). Fourthstone directly holds 385,498 shares of Common Stock on behalf of its advisory clients. Each of the Reporting Persons listed in this filing certify the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that effect.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is as follows: The registered office of Fourthstone LLC, Fourthstone Master Opportunity Fund Ltd., Fourthstone GP LLC, Fourthstone QP Opportunity Fund LP, Fourthstone Small-Cap Financials Fund LP is 575 Maryville Centre Drive, Suite 110, St. Louis, MO 63141.
(c)
Citizenship:
See response to Item 4 of each of the cover pages.
(d)
Title of class of securities:
Common Stock, $2.14 per share par value
(e)
CUSIP No.:
470299108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Fourthstone LLC acquired the Issuer's shares in the ordinary course of business as a registered investment adviser and not with the purpose nor with the effect of influencing the control of the Issuer. Fourthstone GP LLC is the general partner of and may be deemed to beneficially own securities owned by Fourthstone QP Opportunity Fund LP and Fourthstone Small-Cap Financials Fund LP. L. Phillip Stone, IV, is the Managing Member of Fourthstone LLC and Fourthstone GP and may be deemed to beneficially own securities owned by Fourthstone. The percentages reported in Row 11 of each cover page are based on 4,543,338 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of March 25, 2026, based on the Issuer's Form 10-K Form filed on March 26, 2026.
(b)
Percent of class:
8.48 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
