Bank of the James Financial Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Item 1.01 - Entry into a Material Definitive Agreement.
On August 18, 2025, Bank of the James Financial Group, Inc. (the “Company”) entered into a Second Note Modification Agreement and Allonge (the “Second Allonge”) with The National Bank of Blacksburg (“NBB”) with respect to that certain Secured Promissory Note dated December 29, 2021 (the “NBB Note”), as previously modified on June 30, 2022. The Second Allonge is effective as of September 1, 2025.
The NBB Note was originally issued in the principal amount of $11,000,000, and the proceeds of the borrowing were used in part to finance the acquisition of Pettyjohn, Wood & White, Inc., the Company’s wholly-owned investment advisory subsidiary.
The Second Allonge amends the NBB Note to, among other things:
1.Extend the maturity date to August 31, 2030 (from December 31, 2026).
2.Adjust the interest rate to 5.65% per annum (from 3.90%).
3.Re-amortize the repayment schedule, requiring 240 equal monthly installments of principal and interest beginning September 30, 2025, in the amount of approximately $61,000 per month (from approximately $81,000), with a final balloon payment of approximately $7,410,000 due at maturity.
4.Provide the Company with the option to recast the amortization schedule in the event of a prepayment of $1,000,000 or more, such that the remaining principal would be re-amortized over the original amortization period without changing the maturity date or interest rate.
As of August 31, 2025, the outstanding principal balance of the NBB Note was approximately $8.9 million. The NBB Note continues to be secured by a first-priority lien on approximately 4.95% of the Bank’s common stock.
The foregoing description of the Second Allonge is a summary and is qualified in its entirety by reference to the full text of the Second Allonge, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Second Allonge is incorporated herein by reference.
Pursuant to the Second Allonge, the maturity date of the Company’s outstanding indebtedness to NBB was extended to August 31, 2030, the applicable interest rate was adjusted to 5.65% per annum effective September 1, 2025, and the repayment schedule was modified to provide for equal monthly installments of principal and interest of approximately $61,000 through maturity, with a final balloon payment of approximately $7.4 million due at maturity. In addition, the Company obtained the right to request a one-time recast of the amortization schedule in connection with a prepayment of $1.0 million or more.
As of August 31, 2025, the outstanding principal balance of the indebtedness was approximately $8.9 million. The Company’s obligations remain secured by a first-priority lien on approximately 4.95% of the Bank’s common stock.
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 |
10.1 | |
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.
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Date: August 20, 2025 | BANK OF THE JAMES FINANCIAL GROUP, INC. | ||
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| By /s/ J. Todd Scruggs J. Todd Scruggs Secretary-Treasurer | |