Castle Creek Sells 72,247 CFBK Shares for $1.77M; Beneficial Stake 9.9%

Amendment No. 12 to a Schedule 13D discloses recent open-market sales by Castle Creek Capital Partners VII, LP ("Fund VII") of CF Bankshares Inc. (CFBK) common stock.

Rhea-AI Filing Summary

Amendment No. 12 to a Schedule 13D discloses recent open-market sales by Castle Creek Capital Partners VII, LP ("Fund VII") of CF Bankshares Inc. (CFBK) common stock. Between August 14 and August 22, 2025, Fund VII sold 72,247 shares for aggregate proceeds of $1,773,909.32, reducing the shares it directly holds to 375,325.

Despite the sales, Fund VII is reported as beneficially owning 592,998 shares, equal to approximately 9.9% of Voting Common Stock when including the maximum 217,673 shares convertible from Non‑Voting Common Stock under the Ownership Cap. The filing itemizes daily sale quantities and weighted average prices for each transaction during the reporting period.

Positive

• Clear, detailed transaction disclosure with dates, share counts and weighted average prices for each sale
• Maintains material beneficial interest at approximately 9.9%, preserving notable investor influence

Negative

• Reduction in direct holdings to 375,325 shares after selling 72,247 shares between August 14–22, 2025
• Convertible Non‑Voting shares excluded (380,927 shares) from reported Voting Common Stock because Fund VII cannot convert within 60 days due to the Ownership Cap

Insights

Securities Analyst

TL;DR: Castle Creek sold a block of CFBK shares in multiple open‑market trades, trimming direct holdings but still reporting a ~9.9% beneficial stake.

The disclosed transactions—72,247 shares sold for $1.77 million—are specific and routine repurchases or rebalancings by an investor managing exposure. Fund VII's direct holdings declined to 375,325 shares, yet beneficial ownership remains 592,998 shares when including convertible non‑voting shares subject to the Ownership Cap. The sale prices ranged roughly from $24.30 to $25.18, indicating execution across a narrow price band and suggesting orderly liquidation rather than distressed selling. For investors, the filing is informative about shareholder activity but does not indicate a change in control or an activist campaign.

Corporate Governance Expert

TL;DR: Transaction disclosure is complete and timely; ownership structure still reflects material influence but no immediate governance changes.

The amendment properly updates Item 3 and Item 5 with precise sale dates, amounts, weighted average prices, and the effect on holdings. Beneficial ownership at ~9.9% remains material from a disclosure standpoint but below a typical control threshold. The filing clarifies conversion mechanics and exclusions tied to the Ownership Cap, helping stakeholders understand voting power dynamics. No new agreements, board changes, or governance actions are disclosed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many CFBK shares did Castle Creek Capital Partners VII, LP sell in August 2025?

Fund VII sold an aggregate of 72,247 shares of CF Bankshares common stock between August 14 and August 22, 2025.

What proceeds did Castle Creek receive from the August 2025 sales of CFBK?

The aggregate proceeds from those sales were $1,773,909.32 (net of commissions and fees).

What is Fund VII's current direct and beneficial ownership in CFBK after the amendment?

Directly held: 375,325 shares; Beneficial ownership including convertible shares: 592,998 shares, ~9.9% of Voting Common Stock.

Does the filing indicate Castle Creek intends to change control of CF Bankshares (CFBK)?

No: the amendment discloses open‑market sales and ownership levels but does not disclose any change‑of‑control proposals, agreements, or board actions.

Why are some Non‑Voting shares excluded from the beneficial ownership count?

The filing states 380,927 Non‑Voting Common Stock are excluded because Fund VII does not have the right to convert them into Voting Common Stock within the next 60 days due in part to an Ownership Cap.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/26/2025 - 07:24 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

CF BANKSHARES INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

12520L109

(CUSIP Number)

Deborah Sykes
11682 El Camino Real, Suite 320,
San Diego, CA, 92130
858-756-8300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/22/2025

(Date of Event Which Requires Filing of This Statement)

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

CUSIP No. 12520L109

1

Name of reporting person

Castle Creek Capital Partners VII, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 592,998.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 592,998.00

11

Aggregate amount beneficially owned by each reporting person

592,998.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

PN

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

CUSIP No. 12520L109

1

Name of reporting person

Castle Creek Capital VII LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 592,998.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 592,998.00

11

Aggregate amount beneficially owned by each reporting person

592,998.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

HC, OO

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

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: CF BANKSHARES INC.
(c)	Address of Issuer's Principal Executive Offices: 4960 E. Dublin Granville Road, Suite #400, Columbus, OHIO , 43081.
Item 1 Comment: This Amendment No. 12 to Schedule 13D (this "Amendment No. 12") amends and supplements the Schedule 13D filed on December 24, 2019 (the "Original Schedule 13D", and as amended by Amendment No. 1 filed on March 31, 2020, Amendment No. 2 filed on June 1, 2020, Amendment No. 3 filed on November 26, 2024, Amendment No. 4 filed on December 3, 2024, Amendment No. 5 filed on December 12, 2024, Amendment No. 6 filed on May 14, 2025, Amendment No. 7 filed on May 22, 2025, Amendment No. 8 filed on July 3, 2025, Amendment No. 9 filed on July 10, 2025, Amendment No. 10 filed on July 23, 2025 and Amendment No. 11 filed on August 15, 2025, the "Schedule 13D") with the U.S. Securities and Exchange Commission (the "SEC"), relating to the shares of common stock, par value $0.01 per share ("Voting Common Stock"), of CF Bankshares Inc. (formerly known as Central Federal Corporation) (the "Issuer" or the "Company"). Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged. Capitalized terms used in this Amendment No. 12 that are not otherwise defined herein have the meanings attributed to them in the Original Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following: Between August 14, 2025 and August 22, 2025 (inclusive), Castle Creek Capital Partners VII, LP ("Fund VII") sold an aggregate of 72,247 shares of Voting Common Stock for proceeds of $1,773,909.32, which represents an amount net of commissions and fees, in various open-market transactions. Following such transactions, Fund VII owns 375,325 shares of Voting Common Stock.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) and (b) of the Schedule 13D is hereby amended and supplemented as follows: Fund VII is deemed to beneficially own 592,998 shares of the Voting Common Stock, which represents approximately 9.9%* of the Voting Common Stock. Such number of shares of Voting Common Stock includes (i) the 375,325 shares of Voting Common Stock held by Fund VII and (ii) the maximum number of shares (i.e., 217,673 shares) of Voting Common Stock issuable to Fund VII and its affiliates upon conversion of the Non-Voting Common Stock held by Fund VII taking into consideration the Ownership Cap. Such number of shares of Voting Common Stock excludes 380,927 shares of Non-Voting Common Stock. Since Fund VII does not presently, and will not within the next 60 days, have the right to acquire Voting Common Stock in respect of such Non-Voting Common Stock (due in part to the Ownership Cap), those underlying shares are not included in the amount reported herein. *This calculation is based on 5,989,880 shares of Voting Common Stock of the Company outstanding, which was calculated based on (i) 5,772,207 shares of Voting Common Stock outstanding as of August 4, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed with the SEC on August 8, 2025, and (ii) increased by the 217,673 shares of Voting Common Stock that would be issued to Fund VII upon conversion of the maximum number of shares of Non-Voting Common Stock permitted in light of the Ownership Cap.
(b)	Fund VII has shared power to vote or direct the vote and shared power to dispose or direct the disposition of the 592,998 shares of Voting Common Stock described above with CCC VII. CCC VII disclaims beneficial ownership of the Voting Common Stock beneficially owned by Fund VII, except to the extent of its pecuniary interest therein.
(c)	Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: Except as previously disclosed in the Schedule 13D, Fund VII has engaged in the following open market, broker-assisted transactions with respect to the Voting Common Stock during the last 60 days through the date of the event which requires filing of this Schedule 13D: (i) 8,311 shares of Voting Common Stock sold on August 14, 2025 at a weighted average price of $24.93 per share (in multiple open market, broker-assisted transactions ranging from $24.80 to $25.18 per share, inclusive); (ii) 5,908 shares of Voting Common Stock sold on August 15, 2025 at a weighted average price of $24.76 per share (in multiple open market, broker-assisted transactions ranging from $24.75 to $24.845 per share, inclusive); (iii) 9,671 shares of Voting Common Stock sold on August 18, 2025 at a weighted average price of $24.66 per share (in multiple open market, broker-assisted transactions ranging from $24.60 to $24.90 per share, inclusive); (iv) 5,011 shares of Voting Common Stock sold on August 19, 2025 at a weighted average price of $24.58 per share (in multiple open market, broker-assisted transactions ranging from $24.50 to $24.60 per share, inclusive); (v) 5,233 shares of Voting Common Stock sold on August 20, 2025 at a weighted average price of $24.36 per share (in multiple open market, broker-assisted transactions ranging from $24.30 to $24.405 per share, inclusive); (vi) 6,497 shares of Voting Common Stock sold on August 21, 2025 at a weighted average price of $24.31 per share (in multiple open market, broker-assisted transactions ranging from $24.30 to $24.50 per share, inclusive); and (vii) 31,616 shares of Voting Common Stock sold on August 22, 2025 at a weighted average price of $24.53 per share (in multiple open market, broker-assisted transactions ranging from $24.50 to $24.67 per share, inclusive).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Castle Creek Capital Partners VII, LP

Signature:	/s/ Tony Scavuzzo
Name/Title:	Tony Scavuzzo, Managing Principal
Date:	08/26/2025

Castle Creek Capital VII LLC

Signature:	/s/ Tony Scavuzzo
Name/Title:	Tony Scavuzzo, Managing Principal
Date:	08/26/2025