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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 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.

Positive
  • 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
Negative
  • 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.






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:09/10/2025
Castle Creek Capital VII LLC
Signature:/s/ Tony Scavuzzo
Name/Title:Tony Scavuzzo, Managing Principal
Date:09/10/2025

FAQ

How many CF Bankshares (CFBK) shares did Castle Creek sell and when?

Castle Creek sold 76,896 Voting Common shares in open-market transactions on September 5, 2025 and September 8, 2025.

What proceeds did Castle Creek receive from the sales?

The sales generated net proceeds of $1,933,263.23 after commissions and fees.

How many Voting Common shares does Fund VII now directly own?

After the transactions, Fund VII directly owns 415,184 shares of Voting Common Stock.

What is Castle Creek's reported beneficial ownership percentage in CFBK?

Fund VII is deemed to beneficially own 618,098 shares, representing approximately 9.9% of Voting Common Stock.

Why are some Non-Voting shares excluded from the reported ownership?

The filing states 127,386 Non-Voting shares are excluded because Fund VII cannot acquire the right to convert them into Voting Common Stock within the next 60 days due to an Ownership Cap.

At what weighted average prices were the shares sold?

On September 5, 2025, 50,000 shares sold at a weighted average of $24.97; on September 8, 2025, 26,896 shares sold at a weighted average of $25.55.
Cf Bankshares Inc

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