UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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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):
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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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Securities registered pursuant to Section 12(b) of the Act:
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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
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Exhibit No. | Exhibit Description |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
99.1 |
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: Janaury 9, 2026 | BANK OF THE JAMES FINANCIAL GROUP, INC. | ||
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| By /S/ Robert R. Chapman III Robert R. Chapman III President | |