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Royce & Associates Discloses 7.88% Stake in Chain Bridge Bancorp (CBNA)

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

Chain Bridge Bancorp Inc. has a passive institutional holder reporting under Schedule 13G. Royce & Associates LP reports beneficial ownership of 245,721 shares, representing 7.88% of the Class A common stock, with sole voting and dispositive power over those shares. The filing states the shares are held in the ordinary course of investment management and not for the purpose of changing control. The report clarifies these holdings arise through investment advisory accounts managed by Royce & Associates, an indirect subsidiary of Franklin Resources, Inc., and that Royce disclaims any pecuniary interest in the reported securities.

Positive

  • Material passive stake: Royce reports 245,721 shares representing 7.88%, exceeding the 5% reporting threshold
  • Sole voting and dispositive power reported over the shares, clarifying who exercises authority
  • Investment-intent filing indicates holdings are reported as passive and not for control purposes

Negative

  • None.

Insights

Royce holds a material passive stake with voting authority.

The filing shows Royce & Associates LP beneficially owns 245,721 shares, equal to 7.88% of the Class A common stock and reports sole voting and dispositive power. This level of ownership is above the 5% reporting threshold and is classified under Schedule 13G, indicating an investment-intent filing rather than an activist intent.

Dependencies and risks include potential changes in holdings if client mandates or discretionary accounts change; Royce also notes information barriers and independent exercise of voting separate from Franklin Resources affiliates. Monitor periodic amendments for share increases or a reclassification to Schedule 13D if intent to influence control changes within 45 days for calendar-year reporting or earlier if circumstances require.






Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)






SCHEDULE 13G





SCHEDULE 13G



ROYCE & ASSOCIATES LP
Signature:Daniel A. O'Byrne
Name/Title:Vice President
Date:10/08/2025
Exhibit Information

The securities reported herein are beneficially owned by one or more registered investment companies or other managed accounts that are investment management clients of Royce & Associates, LP ("RALP"), an indirect majority owned subsidiary of Franklin Resources, Inc.("FRI"). When an investment management contract (including a sub advisory agreement) delegates to RALP investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats RALP as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, RALP reports on Schedule 13G that it has sole investment discretion and voting authority over the securities covered by any such investment managementagreement, unless otherwise noted in this Item 4. As a result, for purposes of Rule 13d 3 under the Act, RALP may be deemed to be the beneficial owner of the securities reported in this Schedule 13G. Beneficial ownership by investment management subsidiaries and other affiliates of FRI is being reported in conformity with the guidelines articulated by the SEC staff in Release No. 3439538 (January 12, 1998) relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from eachother. The voting and investment powers held by RALP are exercised independently from FRI(RALP's parent holding company) and from all other investment management subsidiaries of FRI (FRI, its affiliates and investment management subsidiaries other than RALP are, collectively, "FRI affiliates"). Furthermore, internal policies and procedures of RALP and FRI affiliates establish informational barriers that prevent the flow between RALP and the FRI affiliates of information that relates to the voting and investment powers over the securities owned by their respective investment management clients. Consequently, RALP and the FRI affiliates report the securities over which they hold investment and voting power separately from each other for purposes of Section 13 of the Act. Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") may each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI (see FRI's Proxy Statement-Stock Ownership of Certain Beneficial Owners). However, because RALP exercises voting and investment powers on behalf of its investment management clients independently of FRI affiliates, beneficial ownership of the securities reported by RALP is not attributed to the Principal Shareholders. RALP disclaims any pecuniary interest in any of the securities reported in this Schedule 13G. In addition, the filing of this Schedule 13G on behalf of RALP should not be construed as an admission that it is, and it disclaims that it is, the beneficial owner, as defined in Rule 13d 3, of any of such securities. Furthermore, RALP believes that it is not a "group" with FRI affiliates, the Principal Shareholders, or their respective affiliates within the meaning of Rule 13d 5 under the Act and that none of them is otherwise required to attribute to any other the beneficial ownership of the securities held by such person or by any persons or entities for whom or for which RALP or the FRI affiliates provide investment management services.

FAQ

What stake does Royce & Associates report in Chain Bridge Bancorp (CBNA)?

Royce & Associates reports beneficial ownership of 245,721 shares, equal to 7.88% of the Class A common stock.

Does the Schedule 13G filing indicate an intent to influence control of CBNA?

No. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Who holds voting authority for the reported shares of CBNA?

The filer reports sole voting power and sole dispositive power over the 245,721 shares.

Is Royce affiliated with a larger asset manager related to this filing?

Yes. Royce & Associates is an indirect majority owned subsidiary of Franklin Resources, Inc., but the filing says voting and investment powers are exercised independently.

Will this filing change how often Royce must report its CBNA holdings?

As a Schedule 13G filer, Royce must amend the filing as required if holdings change or if circumstances trigger a change to Schedule 13D; routine amendments occur on applicable reporting timelines.
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