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[SCHEDULE 13D/A] CF Bankshares Inc. SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A
Rhea-AI Filing Summary

Castle Creek Capital Partners VII, LP amended its Schedule 13D for CF Bankshares Inc. (CFBK) to report open-market sales and an updated beneficial ownership calculation. Between July 22, 2025 and August 13, 2025 Fund VII sold a total of 66,285 shares of Voting Common Stock for proceeds of $1,650,396.88, leaving the fund with 447,572 shares held directly. Fund VII is nonetheless deemed to beneficially own 585,059 shares, or approximately 9.9% of the outstanding Voting Common Stock, because that figure includes up to 137,487 shares issuable upon conversion of Non-Voting Common Stock under the Ownership Cap. The filing lists specific sale dates, share counts and weighted average prices for the transactions disclosed.

Positive
  • Transparent disclosure of recent open-market transactions with dates, quantities, and weighted average prices
  • Material beneficial ownership remains at approximately 9.9%, indicating continued significant economic interest
  • Clear explanation of conversion assumptions and the Ownership Cap used to compute beneficial ownership
Negative
  • Fund VII sold 66,285 shares reducing direct holdings to 447,572 shares
  • Net proceeds of $1,650,396.88 indicate partial liquidation of position in the reporting period

Insights

TL;DR: Reported sales reduced direct holdings but Fund VII remains a near-10% beneficial holder; disclosures are routine and transparent.

The amendment details 66,285 shares sold across multiple dates at weighted average prices ranging from $24.00 to $25.28, producing net proceeds of $1,650,396.88. Despite those sales, Fund VII is reported as beneficial owner of 585,059 shares (9.9%) after including the maximum convertible amount of 137,487 shares subject to an Ownership Cap. The filing clarifies shared voting/dispositive power with Castle Creek Capital VII LLC and excludes 461,113 Non-Voting shares that are not currently convertible within 60 days. This is a precise update on position and recent liquidity actions rather than a change in strategic control.

TL;DR: Governance disclosure is clear: shared voting power noted and conversion mechanics explained; no new control claim.

The amendment reiterates that Fund VII and CCC VII share voting and dispositive power over the reported 585,059 shares and that CCC VII disclaims beneficial ownership except for pecuniary interest. The filing explains the treatment of Non-Voting Common Stock and the Ownership Cap used to calculate the 9.9% figure. From a governance perspective, the filing documents position and conversion assumptions transparently and contains no additional agreements or changes to control disclosed in this amendment.






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The information set forth in Item 5 of this statement on Schedule 13D is incorporated herein by reference.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The information set forth in Item 5 of this statement on Schedule 13D is incorporated herein by reference.


SCHEDULE 13D


Castle Creek Capital Partners VII, LP
Signature:/s/ Tony Scavuzzo
Name/Title:Tony Scavuzzo, Managing Principal
Date:08/15/2025
Castle Creek Capital VII LLC
Signature:/s/ Tony Scavuzzo
Name/Title:Tony Scavuzzo, Managing Principal
Date:08/15/2025

FAQ

How many CF Bankshares (CFBK) shares does Castle Creek Fund VII beneficially own after this amendment?

The filing reports Fund VII as beneficial owner of 585,059 shares, representing approximately 9.9% of Voting Common Stock (including convertible shares under the Ownership Cap).

How many CFBK shares did Castle Creek sell between July 22, 2025 and August 13, 2025?

Fund VII sold an aggregate of 66,285 shares in various open-market transactions during that period.

What proceeds did Castle Creek receive from the disclosed CFBK sales?

The sales generated net proceeds of $1,650,396.88, net of commissions and fees.

Does Castle Creek retain voting power over the reported shares of CFBK?

Yes. The filing states Fund VII has shared voting power and shared dispositive power over the 585,059 shares, with CCC VII disclaiming beneficial ownership except for pecuniary interest.

Are Non-Voting shares included in the beneficial ownership total?

The filing excludes 461,113 Non-Voting Common Stock from the reported total because Fund VII does not have the right to acquire Voting Common Stock with respect to those within 60 days; however, up to 137,487 shares issuable upon conversion are included in the 585,059 calculation due to the Ownership Cap.
Cf Bankshares Inc

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