Form 8-K

8-K — BANK OF THE JAMES FINANCIAL GROUP INC

Accession: 0001275101-26-000017

Filed: 2026-04-30

Period: 2026-04-28

CIK: 0001275101

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — botj-20260428x8k.htm (Primary)

EX-99.1 (botj-20260428xex99_1.htm)

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8-K

8-K (Primary)

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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): April 28, 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 2.02 - Results of Operations and Financial Condition

On April 30, 2026, Bank of the James Financial Group, Inc. (the “Company”) issued a press release announcing financial results for the three months ended March 31, 2026 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1.

Item 8.01 - Other Events

On April 28, 2026, the Board of Directors of the Company declared a quarterly cash dividend of $0.10 per share of common stock. The dividend will be paid on or about June 5, 2026 to stockholders of record at the close of business on May 22, 2026.

Item 9.01 - Financial Statements and Exhibits

(a) Financial statements of businesses acquired – not applicable

(b) Pro forma financial information – not applicable

(d) Exhibits

Exhibit No.

Exhibit Description

99.1

Bank of the James Financial Group, Inc. Press Release Dated April 30, 2026

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: April 30, 2026

BANK OF THE JAMES FINANCIAL GROUP, INC.

By /s/ Eric J. Sorenson, Jr.

Eric J. Sorenson, Jr.

Secretary-Treasurer

EX-99.1

Filename: botj-20260428xex99_1.htm · Sequence: 2

Exhibit 991 - Press Release

Exhibit 99.1

Bank of the James Announces First Quarter

2026 Financial Results and Declaration of Dividend

Bank of the James Reports First Quarter 2026 Net Income of $2.77 Million, or $0.61 Per Share

LYNCHBURG, VA, April 30, 2026 -- Bank of the James Financial Group, Inc. (the “Company”) (NASDAQ:BOTJ), the parent company of Bank of the James (the “Bank”), a full-service commercial and retail bank, and Pettyjohn, Wood & White, Inc. (“PWW”), an SEC-registered investment advisor, today announced unaudited results of operations for the three-month period ended March 31, 2026. The Bank serves Region 2000 (the greater Lynchburg metropolitan statistical area) and the Blacksburg, Buchanan, Charlottesville, Harrisonburg, Lexington, Nellysford, Roanoke, and Wytheville, Virginia markets.

First Quarter 2026 Highlights

Net income for the first quarter of 2026 was $2.77 million, an increase of $1.93 million from $842,000 in the first quarter of 2025. Earnings per share were $0.61 compared with $0.19 a year earlier. The year-over-year increase reflects higher net interest income, growth in noninterest income, and lower noninterest expense.

Total assets were $1.06 billion at March 31, 2026, up $49.46 million, or 4.89%, from $1.01 billion at March 31, 2025.

Loans, net of the allowance for credit losses, were $649.13 million at March 31, 2026, compared with $661.36 million at December 31, 2025.

Total deposits were $956.55 million at March 31, 2026, compared with $937.13 million at December 31, 2025.

Net interest income increased 13.15% to $8.73 million in the first quarter of 2026 from $7.72 million in the first quarter of 2025.

Net interest margin for the three months ended March 31, 2026 was 3.57% compared with 3.25% for the three months ended March 31, 2025.

Interest expense decreased 11.38% in the first quarter of 2026 to $3.12 million from $3.52 million in the first quarter of 2025, reflecting lower deposit costs and the retirement of capital notes in the second quarter of 2025.

Efficiency ratio (non-interest expense divided by the sum of net interest income and noninterest income) improved to 73.75% in the first quarter of 2026 from 89.31% in the first quarter of 2025, as revenue growth of 15.40% was paired with a 4.69% decline in noninterest expense.

Wealth management fees from PWW increased 12.59% to $1.41 million in the first quarter of 2026 from $1.26 million in the first quarter of 2025.

Stockholders’ equity increased to $81.28 million at March 31, 2026 from $80.05 million at December 31, 2025, an increase of 1.54%. Book value per share rose to $17.89 from $17.62.

Nonperforming loans were $1.45 million at March 31, 2026, down from $1.70 million at December 31, 2025 and $1.80 million at March 31, 2025. The allowance for credit losses was $6.20 million at March 31, 2026, representing 4.28x coverage of nonperforming loans.

On April 28, 2026, the Company’s board of directors approved a quarterly dividend of $0.10 per common share to stockholders of record as of May 22, 2026, to be paid on June 5, 2026.

First Quarter 2026 Operational Review

Robert R. Chapman III, CEO of the Bank, commented: “First quarter results were strong, driven by continued efficiency improvements, our investment in front-line teammates, including our commission-based producers, who continue to perform at a high level, as reflected in a lower cost of deposits, higher net interest income, and higher noninterest income. We posted a return on assets above 1% and a return on equity of nearly 14%, maintained strong asset quality, and remained well-capitalized across all measures. In over 26 years, this is our best first quarter.”

Revenue, defined as the sum of net interest income and noninterest income, grew 15.40% year over year, while noninterest expense declined 4.69%. The combination drove the efficiency ratio to 73.75% in the first quarter of 2026, compared with 89.31% in the same period a year ago.

Mike Syrek, President of the Bank, added: “Data processing expense declined $377,000, or 44.2%, as costs normalized under our amended contract with our core provider. On the revenue side, our mortgage division generated $1.20 million in gains on sales of loans held for sale, and Pettyjohn, Wood & White contributed $1.41 million in wealth management fees, up 12.59% year over year.”

Net interest income for the first quarter of 2026 was $8.73 million, up 13.15% from $7.72 million in the first quarter of 2025.

Total interest income was $11.85 million in the first quarter of 2026 compared with $11.23 million a year earlier, reflecting higher yields on loans and securities and growth in average interest-earning assets.

Total interest expense in the first quarter of 2026 declined 11.38% to $3.12 million compared with $3.52 million in the first quarter of 2025. The decline reflected lower rates paid on NOW, money market and savings deposits, and the elimination of capital note interest following the retirement of approximately $10.05 million in capital notes at the end of the second quarter of 2025.

Net interest margin rose to 3.57% in the first quarter of 2026 from 3.25% in the first quarter of 2025, as higher asset yields were paired with a lower cost of interest-bearing liabilities.

Noninterest income in the first quarter of 2026 was $3.96 million compared with $3.28 million in the first quarter of 2025, an increase of 20.74%. The year-over-year growth was driven by a $359,000 increase in gains on sale of loans held for sale, reflecting higher origination and sales volumes in the mortgage division; a $158,000 increase in wealth management fees from PWW, driven by growth in assets under management from $886.9 million at March 31, 2025 to $1.01 billion at March 31, 2026; and $131,000 of income from an SBIC fund investment.

Noninterest expense in the first quarter of 2026 was $9.37 million compared with $9.82 million a year earlier, a decrease of 4.69%. Professional and other outside expense declined $913,000, or 54.2%, to $770,000, and data processing expense declined $377,000, or 44.2%, to $475,000. Both reductions are attributable to the Company's core processing contract renegotiation, as consulting fees incurred in connection with the negotiation process were concentrated in the prior year period and the new contract terms resulted in meaningfully lower ongoing data processing costs. These reductions were partially offset by a $725,000 increase in salaries and employee benefits, reflecting market compensation adjustments and higher commission expense associated with increased production volumes, as well as performance-based incentive accruals.

The Company recorded a $146,000 recovery of credit losses in the first quarter of 2026, compared with a $137,000 provision in the first quarter of 2025.

Balance Sheet: Asset Growth

Total assets were $1.06 billion at March 31, 2026 compared with $1.01 billion at March 31, 2025.

Syrek commented: “Total assets reached $1.06 billion at quarter end, and deposits grew 4.92% year over year to $956.55 million. Core deposit balances increased, and time deposits were essentially flat from year end. Credit quality remained sound: nonperforming loans declined to $1.45 million from $1.70 million at year end and $1.80 million a year ago, representing 0.22% of total loans, and the allowance for credit losses was $6.20 million at quarter end.”

Syrek continued, “Several large payoffs and line reductions reduced loan balances and, together with solid deposit growth, provided funds to increase our investment portfolio and improve portfolio yield.”

Loans, net of allowance for credit losses, were $649.13 million at March 31, 2026 compared with $642.39 million at March 31, 2025, an increase of $6.75 million, or 1.05%. The allowance for credit losses was $6.20 million at March 31, 2026 and $7.02 million at March 31, 2025.

Total deposits were $956.55 million at March 31, 2026 compared with $911.68 million at March 31, 2025, an increase of $44.87 million, or 4.92%. Core deposits (noninterest bearing demand deposits, NOW, money market and savings) were $721.66 million at March 31, 2026, and time deposits were $234.89 million.

Stockholders’ equity rose to $81.28 million at March 31, 2026 from $68.35 million at March 31, 2025, an increase of 18.93%. Retained earnings were $52.33 million at March 31, 2026, compared with $50.01 million at December 31, 2025. Book value per share rose to $17.89 at March 31, 2026 from $17.62 at December 31, 2025.

About the Company

Bank of the James, a wholly-owned subsidiary of Bank of the James Financial Group, Inc. opened for business in July 1999 and is headquartered in Lynchburg, Virginia. The Bank currently services customers in Virginia from offices located in Altavista, Amherst, Appomattox, Bedford, Blacksburg, Buchanan, Charlottesville, Forest, Harrisonburg, Lexington, Lynchburg, Madison Heights, Nellysford, Roanoke, Rustburg, and Wytheville. The Bank offers full investment and insurance services through its BOTJ Investment Services division and BOTJ Insurance, Inc. subsidiary. The Bank provides mortgage loan origination through Bank of the James Mortgage, a division of Bank of the James. The Company provides investment advisory services through its wholly-owned subsidiary, Pettyjohn, Wood & White, Inc., an SEC-registered investment advisor. Bank of the James Financial Group, Inc. common stock is listed under the symbol “BOTJ” on the NASDAQ Stock Market, LLC. Additional information on the Company is available at: www.bankofthejames.bank.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “estimate,” “expect,” “intend,” “anticipate,” “plan” and similar expressions and variations thereof identify certain of such forward-looking statements which speak only as of the date on which they were made. Bank of the James Financial Group, Inc. (the “Company”) undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those indicated in the forward-looking statements as a result of various factors. Such factors include, but are not limited to, competition, general economic conditions, potential changes in interest rates, changes in the value of real estate securing loans made by the Bank, as well as geopolitical conditions. Additional information concerning factors that could cause actual results to materially differ from those in the

forward-looking statements is contained in the Company’s filings with the Securities and Exchange Commission.

CONTACT: Eric J. Sorenson, Jr., Executive Vice President and Chief Financial Officer of the Bank, (434) 846-2000.

FINANCIAL RESULTS FOLLOW

Bank of the James Financial Group, Inc. and Subsidiaries

Consolidated Balance Sheets

(dollar amounts in thousands, except per share data)

(unaudited)

Assets

March 31, 2026

December 31, 2025

Cash and due from banks

$25,097

$28,538

Federal funds sold

62,894

55,937

Total cash and cash equivalents

87,991

84,475

Securities held-to-maturity (fair value of $3,290 as of March 31, 2026 and $3,315 as of December 31, 2025), net of allowance for credit losses of $0 as of March 31, 2026 and December 31, 2025

3,586

3,590

Securities available-for-sale, at fair value

244,699

214,128

Restricted stock, at cost

1,828

Loans, net of allowance for credit losses of $6,201 as of March 31, 2026 and $6,450 as of December 31, 2025

649,133

661,357

Loans held for sale

2,877

3,472

Premises and equipment, net

19,167

19,132

Interest receivable

3,200

3,380

Cash value - bank owned life insurance

23,887

23,676

Customer relationship intangible

6,024

6,164

Goodwill

2,054

Other assets

16,743

15,768

Total assets

$1,061,189

$1,039,024

Liabilities and Stockholders’ Equity

Deposits

Noninterest bearing demand

$144,762

$131,456

NOW, money market and savings

576,899

570,345

Time

234,891

235,328

Total deposits

956,552

937,129

Other borrowings

8,729

8,796

Interest payable

1,125

1,167

Other liabilities

13,499

11,884

Total liabilities

$979,905

$958,976

Stockholders’ equity

Common stock $2.14 par value; authorized 10,000,000 shares; issued and outstanding 4,543,338 as of March 31, 2026 and December 31, 2025

$9,723

Additional paid-in-capital

35,253

Retained earnings

52,328

50,009

Accumulated other comprehensive (loss)

(16,020)

(14,937)

Total stockholders’ equity

$81,284

$80,048

Total liabilities and stockholders’ equity

$1,061,189

$1,039,024

Bank of the James Financial Group, Inc. and Subsidiaries

Consolidated Statements of Operation

(dollar amounts in thousands, except per share data) (unaudited)

For the Three Months Ended

March 31,

Interest Income

2026

2025

Loans

$9,427

$8,906

Securities

US Government and agency obligations

633

454

Mortgage backed securities

450

387

Municipals - taxable

398

311

Municipals - tax exempt

Dividends

Corporates

145

135

Interest bearing deposits

123

Federal Funds sold

624

887

Total interest income

11,849

11,234

Interest Expense

Deposits

NOW, money market savings

1,028

1,248

Time deposits

1,954

2,079

Finance leases

Other borrowings

119

Capital notes

Total interest expense

3,115

3,515

Net interest income

8,734

7,719

Provision for (recovery of) credit losses

(146)

137

Net interest income after provision for (recovery of) credit losses

8,880

7,582

Noninterest income

Gain on sales of loans held for sale

1,196

837

Service charges, fees and commissions

994

981

Wealth management fees

1,413

1,255

Life insurance income

211

188

Income from SBIC fund

131

Other

Total noninterest income

3,964

3,283

Noninterest expenses

Salaries and employee benefits

5,500

4,777

Occupancy

608

570

Equipment

747

670

Supplies

160

142

Professional and other outside expense

770

1,683

Data processing

475

852

Marketing

189

198

Credit expense

190

186

FDIC insurance expense

136

142

Amortization of intangibles

140

Other

450

466

Total noninterest expenses

9,365

9,826

Income before income taxes

3,479

1,039

Income tax expense

705

197

Net Income

$2,774

$842

Weighted average shares outstanding - basic and diluted

4,543,338

Earnings per common share - basic and diluted

$0.61

$0.19

Bank of the James Financial Group, Inc. and Subsidiaries

Dollar amounts in thousands, except per share data

unaudited

Selected Data:

Three months

ending

Mar 31,

2026

Three months

ending

Mar 31,

2025

Change

Interest income

$11,849

$11,234

5.47%

Interest expense

3,115

3,515

-11.38%

Net interest income

8,734

7,719

13.15%

Provision for (recovery of) credit losses

(146)

137

-206.57%

Noninterest income

3,964

3,283

20.74%

Noninterest expense

9,365

9,826

-4.69%

Income taxes

705

197

257.87%

Net income

2,774

842

229.45%

Weighted average shares outstanding – basic and diluted

4,543,338

Earnings per common share – basic and diluted

$0.61

$0.19

$ 0.42

Balance Sheet at period end:

Mar 31,

2026

Dec 31,

2025

Change

Mar 31,

2025

Dec 31,

2024

Change

Loans, net

$649,133

$661,357

-1.85%

$642,388

$636,552

0.92%

Loans held for sale

2,877

3,472

-17.14%

4,739

3,616

31.06%

Total securities

248,285

217,718

14.04%

196,382

191,522

2.54%

Total deposits

956,552

937,129

2.07%

911,683

882,404

3.32%

Stockholders’ equity

81,284

80,048

1.54%

68,348

64,865

5.37%

Total assets

1,061,189

1,039,024

2.13%

1,011,726

979,244

3.32%

Shares outstanding

4,543,338

Book value per share

$17.89

$17.62

$0.27

$15.04

$14.28

$0.76

Daily averages:

Three months

ending

Mar 31,

2026

Three months

ending

Mar 31,

2025

Change

Loans

$663,461

$646,788

2.58%

Loans held for sale

2,979

2,391

24.59%

Total securities (book value)

241,989

219,550

10.22%

Total deposits

947,084

922,207

2.70%

Stockholders’ equity

81,138

64,778

25.26%

Interest earning assets

994,286

963,688

3.18%

Interest bearing liabilities

820,760

800,249

2.56%

Total assets

1,050,981

1,021,766

2.86%

Financial Ratios:

Three months

ending

Mar 31,

2026

Three months

ending

Mar 31,

2025

Change

Return on average assets

1.07%

0.33%

0.74

Return on average equity

13.87%

5.27%

8.60

Net interest margin

3.57%

3.25%

0.32

Efficiency ratio

73.75%

89.31%

(15.56)

Average equity to average assets

7.72%

6.34%

1.38

Allowance for credit losses:

Three months

ending

Mar 31,

2026

Three months

ending

Mar 31,

2025

Change

Beginning balance

$6,450

$7,044

-8.43%

Provision for (recovery of) credit losses*

(91)

-413.79%

Charge-offs

(222)

(63)

252.38%

Recoveries

433.33%

Ending balance

6,201

7,022

-11.69%

* does not include provision for or recovery of credit losses related to the Company’s reserve for unfunded loan commitments

Nonperforming assets:

Mar 31,

2026

Dec 31,

2025

Change

Mar 31,

2025

Dec 31,

2024

Change

Total nonperforming loans

$1,450

$1,704

-14.91%

$1,799

$1,640

9.70%

Other real estate owned

N/A

Total nonperforming assets

1,450

1,704

-14.91%

1,799

1,640

9.70%

Asset quality ratios:

Mar 31,

2026

Dec 31,

2025

Change

Mar 31,

2025

Dec 31,

2024

Change

Nonperforming loans to total loans

0.22%

0.26%

(0.04)

0.28%

0.25%

0.02

Allowance for credit losses for loans to total loans

0.95%

0.97%

(0.02)

1.08%

1.09%

(0.01)

Allowance for credit losses for loans to nonperforming loans

427.66%

378.52%

49.13

390.33%

429.50%

(39.17)

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-Number 240

-Section 12

-Subsection b-2

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dei_EntityEmergingGrowthCompany

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

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dei_EntityFileNumber

Namespace Prefix:

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Data Type:

dei:fileNumberItemType

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

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Data Type:

dei:edgarStateCountryItemType

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Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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dei_EntityTaxIdentificationNumber

Namespace Prefix:

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Period Type:

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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dei_LocalPhoneNumber

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

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Period Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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