詹姆斯金融银行 2024年度报告

☒ANNUAL REPORT PURSUANT TOSECTION 13OR15(d)OF THE SECURITIES EXCHANGE ACT OF1934For the fiscal year endedDecember 31, 2024or☐TRANSITION REPORT PURSUANT TOSECTION 13OR15(d)OF THE SECURITIES EXCHANGE ACTOF 1934For the transition period from __________ to ________________________________ BANK OF THE JAMES FINANCIAL GROUP, INC.(Exact Name of Registrant as Specified in Its Charter)Commission file number001-35402 Virginia(State or Other Jurisdiction ofIncorporation or Organization)20-0500300(I.R.S. EmployerIdentification No.) (434)846-2000(Issuer’s telephone number, including area code)Securities registered under Section 12(b) of the Exchange Act: Title of Each ClassTrading Symbol(s)Name of Exchange on Which RegisteredCommon Stock, $2.14 par valueBOTJTheNASDAQCapital Markets Securities registered under Section 12(g) of the Exchange Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesþNo Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section 15(d) of the Act.YesþNo Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of theExchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days.YesþNo Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).þYesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or emerging growth company. See definition of “large accelerated filer,” “accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act.☐ Table of Contents Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant toSection 12(b)of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to§ 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).¨YesþNo The aggregate value of the voting common equity held by nonaffiliates as of June 28, 2024, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $43,312,040based on the price at which thecommon stock last traded on such day. This price reflects inter-dealer prices without retail mark up, mark down, orcommissions, and may not represent actual transactions. The number of shares outstanding of Common Stock, $2.14 par value as of March 26, 2025 was approximately4,543,338. Portions of the 2025 Proxy Statement to be used in conjunction with the Annual Meeting of Shareholders, scheduled to beheld on May 20, 2025, are incorporated by reference intoPart IIIof this Form 10-K Table of Contents PART I4Item 1.Business4Item 1A.Risk Factors17Item 1B.Unresolved Staff Comments31Item 1.C.Cybersecurity31Item 2.Properties33Item 3.Legal Proceedings35Item 4.Mine Safety Disclosures36PART II36Item 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities36Item 6.[Reserved]37Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations37Item 7A.Quantitative and Qualitative Disclosure About Market Risk65Item 8.Financial Statements and Supplementary Data65Item 9A.Controls and Procedures130Item 9B.Other Information131Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections131PART III131Item 10.Directors, Executive Officers and Corporate Governance131Item 11.Executive Compensation131Item 12.Security Ownership o