詹姆斯金融银行 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the fiscal year ended December 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(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 number 001-35402 (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 valueBOTJThe NASDAQ Capital 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. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section 15(d) of the Act.YesNo 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.YesNo 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).YesNo 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☒ Table of Contents 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.☐ 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 to Section 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).YesNo The aggregate value of the voting common equity held by nonaffiliates as of June 30, 2025, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $55,854,000 based 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 25, 2026 was approximately 4,543,338. DOCUMENTS INCORPORATED BY REFERENCE Portions of the 2026 Proxy Statement to be used in conjunction with the Annual Meeting of Shareholders, scheduled to beheld on May 19, 2026, are incorporated by reference into Part III of this Form 10-K PART I4Item 1.Business4Item 1A.Risk Factors18Item 1B.Unresolved Staff Comments33Item 1.C.Cybersecurity33Item 2.Properties35Item 3.Legal Proceedings37Item 4.Mine Safety Disclosures37PART II37Item 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities37Item 6.[Reserved]38Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations38Item 7A.Quantitative and Qualitative Disclosure About Market Risk70Item 8.Financial Statements and Supplementary Data70Item 9A.Controls and Procedures136Item 9B.Other Information137Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections137PART III137Item 10.Directors, Executive Officers and Corporate Governance137Item 11.Executive Compensation138Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockhold