[SCHEDULE 13D/A] CF Bankshares Inc. SEC Filing
Castle Creek Capital Partners VII, LP reported open-market sales of 76,896 shares of CF Bankshares Inc. Voting Common Stock on September 5 and September 8, 2025, generating proceeds of $1,933,263.23 net of commissions and fees. After those sales, Fund VII directly holds 415,184 shares of Voting Common Stock.
The Schedule 13D/A states Fund VII is deemed to beneficially own 618,098 shares, or approximately 9.9% of Voting Common Stock. That 618,098 figure includes 415,184 directly held shares plus up to 202,914 shares issuable upon conversion of Non-Voting Common Stock, and excludes 127,386 Non-Voting shares that Fund VII cannot convert within 60 days due to an Ownership Cap. The filing discloses sale prices: 50,000 shares sold on September 5, 2025 at a weighted average of $24.97 and 26,896 shares sold on September 8, 2025 at a weighted average of $25.55.
- Clear disclosure of open-market transactions, including dates, quantities and weighted average prices
- Precise beneficial ownership calculation that explains inclusion of convertible Non-Voting shares and exclusion of those blocked by the Ownership Cap
- Net proceeds reported ($1,933,263.23), giving transparency on the economic outcome of the sales
- Reduction in direct holdings: Fund VII's direct Voting Common shares decreased to 415,184 following the sales
- Conversion constraint: 127,386 Non-Voting shares are excluded because they cannot be converted within 60 days due to the Ownership Cap, limiting potential near-term voting influence
Insights
TL;DR: Routine Schedule 13D amendment discloses modest open-market sales and reconfirms approximately 9.9% beneficial ownership.
Castle Creek's disclosure documents recent liquidity actions: 76,896 shares sold for $1.93 million net, reducing Fund VII's direct Voting Common holdings to 415,184 shares. The filing clarifies how conversion mechanics and an Ownership Cap affect the calculation of beneficial ownership, resulting in a reported 618,098 shares (9.9%). This is a technical update reflecting trading activity and conversion accounting rather than a change in control or a new strategic transaction. Key metrics are explicit: sale dates, weighted average prices, and the precise shares included and excluded from the beneficial ownership total.
TL;DR: Amendment clarifies voting/dispositive power and conversion limits; disclosure is compliance-focused, not indicative of immediate governance changes.
The Schedule 13D/A reiterates that Fund VII shares voting and dispositive power with affiliated entities and disclaims certain beneficial ownership to the extent of pecuniary interest. It also documents that 127,386 Non-Voting shares are excluded from the reported total because they cannot be converted within 60 days due to an Ownership Cap. The amendment is a compliance-driven update to ownership figures and transaction history and does not announce board or control shifts.