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

Rhea-AI Filing Summary

Castle Creek Capital Partners VII, LP and its manager Castle Creek Capital VII LLC filed Amendment No. 8 to Schedule 13D on 07/03/2025, updating their ownership in CF Bankshares Inc. (NASDAQ: CFBK). The fund sold 74,080 voting common shares between 21 May and 1 July 2025 in open-market transactions averaging roughly $24 per share, generating $1.78 million in net proceeds.

After these sales—plus the conversion of 360,400 non-voting shares into voting shares on 21 May 2025—the group now beneficially owns 565,336 voting shares, or 9.9 % of the outstanding voting stock (5,710,468 shares pro-forma). The 565,336 figure consists of 434,898 voting shares held directly and up to 130,438 additional voting shares that could be received upon further conversion, subject to an ownership cap. An additional 693,162 non-voting shares remain excluded because they cannot be converted within the next 60 days.

All voting and dispositive power is shared; the filer reports zero sole voting or dispositive authority. By remaining below the 10 % threshold, Castle Creek avoids heightened bank-regulatory review and other Section 13 obligations.

Implications for investors: (1) The fund continues to be a significant but slightly smaller shareholder; (2) recent selling may create modest supply pressure; (3) the sizeable block of non-voting shares limits near-term voting influence but could become dilutive if later converted.

Positive

• Castle Creek retains a substantial 9.9 % voting stake, indicating continued commitment to CFBK.
• Conversion of 360,400 non-voting shares into voting stock enhances public float and liquidity.

Negative

• Sale of 74,080 voting shares for $1.78 million signals reduced exposure and could apply short-term selling pressure.
• 693,162 non-voting shares remain outstanding; future conversions could dilute existing voting shareholders.
• Stake held just under 10 % limits potential for activist influence, possibly reducing governance checks.

Insights

Equity Analyst

TL;DR – Castle Creek trims CFBK stake to 9.9 %; still holds meaningful position, sales total $1.78 m.

The filing shows a deliberate reduction that keeps the investor just under the 10 % line, a common risk-management tactic for bank investors. Despite disposing roughly 12 % of its prior voting stake (74,080 shares), Castle Creek continues to own over half a million voting shares plus a large non-voting block. The average sale price (~$24) sits near the stock’s recent trading range, suggesting no fire-sale pressure. From a valuation standpoint, the transaction is neutral: no new capital enters or leaves the company, and ownership concentration remains relatively high. Nevertheless, the activity can weigh on sentiment by signalling portfolio rebalancing rather than incremental conviction.

Corporate Governance Specialist

TL;DR – Large holder steps below 10 %, limiting influence; mild governance negative.

By sliding under 10 %, Castle Creek reduces its regulatory burden and avoids classification as a bank holding company, but the move also caps its formal influence in board matters and change-of-control scenarios. The sizeable reserve of non-voting shares means any future conversion could dilute voting power for existing shareholders, a latent overhang. While continuity of a 9.9 % holding offers some alignment with minority owners, the share sales suggest diminishing activist incentives. Overall impact skews modestly negative for governance transparency and potential activist catalysts.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

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)

07/01/2025

(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 565,336.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 565,336.00

11

Aggregate amount beneficially owned by each reporting person

565,336.00

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 565,336.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 565,336.00

11

Aggregate amount beneficially owned by each reporting person

565,336.00

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. 8 to Schedule 13D (this "Amendment No. 8") 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, and Amendment No. 7 filed on May 22, 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. 8 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 May 21, 2025 and July 1, 2025 (inclusive), Castle Creek Capital Partners VII, LP ("Fund VII") sold an aggregate of 74,080 shares of Voting Common Stock for proceeds of $1,781,173.19, which represents an amount net of commissions and fees, in various open-market transactions. Following such transactions, and after giving effect to the exchange of 360,400 shares of Non-Voting Common Stock previously held by Fund VII into an equal number of shares of Voting Common Stock on May 21, 2025, Fund VII owns 434,898 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 565,336 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 434,898 shares of Voting Common Stock held by Fund VII and (ii) the maximum number of shares (i.e., 130,438 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 693,162 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 5,710,468 shares of Voting Common Stock of the Company outstanding, which was calculated based on (i) 5,219,630 shares of Voting Common Stock outstanding as of May 8, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed with the SEC on May 12, 2025, (ii) increased by the 360,400 shares of Voting Common Stock issued to Fund VII upon conversion of an equal number of shares of Non-Voting Common Stock on May 21, 2025, and (iii) increased by the 130,438 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 565,336 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) 6,525 shares of Voting Common Stock sold on May 21, 2025 at a weighted average price of $24.00 per share (in multiple open market, broker-assisted transactions ranging from $24.00 to $24.05 per share, inclusive); (ii) 9,668 shares of Voting Common Stock sold on May 22, 2025 at a weighted average price of $24.01 per share (in multiple open market, broker-assisted transactions ranging from $24.00 to $24.10 per share, inclusive); (iii) 3,918 shares of Voting Common Stock sold on May 23, 2025 at a weighted average price of $24.00 per share (in multiple open market, broker-assisted transactions ranging from $24.00 to $24.01 per share, inclusive); (iv) 24,600 shares of Voting Common Stock sold on May 27, 2025 at a weighted average price of $24.08 per share (in multiple open market, broker-assisted transactions ranging from $24.03 to $24.25 per share, inclusive); (v) 774 shares of Voting Common Stock sold on May 28, 2025 at a weighted average price of $24.03 per share (in multiple open market, broker-assisted transactions ranging from $24.00 to $24.085 per share, inclusive); (vi) 166 shares of Voting Common Stock sold on May 29, 2025 at a price of $24.00 per share; (vii) 320 shares of Voting Common Stock sold on May 30, 2025 at a price of $24.00 per share; (viii) 182 shares of Voting Common Stock sold on June 3, 2025 at a price of $24.00 per share; (ix) 26 shares of Voting Common Stock sold on June 6, 2025 at a price of $24.00 per share; (x) 5,630 shares of Voting Common Stock sold on June 30, 2025 at a weighted average price of $24.00 per share (in multiple open market, broker-assisted transactions ranging from $24.00 to $24.02 per share, inclusive); and (xi) 22,271 shares of Voting Common Stock sold on July 1, 2025 at a weighted average price of $24.15 per share (in multiple open market, broker-assisted transactions ranging from $24.00 to $24.415 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:	07/03/2025

Castle Creek Capital VII LLC

Signature:	/s/ Tony Scavuzzo
Name/Title:	Tony Scavuzzo, Managing Principal
Date:	07/03/2025

FAQ

How many CF Bankshares (CFBK) shares does Castle Creek now own?

Castle Creek reports 565,336 voting shares, or 9.9 % of outstanding voting stock.

How many CFBK shares were sold and at what price?

Between 05/21/25 and 07/01/25 the fund sold 74,080 shares at an average price of about $24–$24.15.

What proceeds did Castle Creek generate from the sales?

Net proceeds totaled $1,781,173.19 after commissions and fees.

Why is Castle Creek holding its stake below 10 %?

Staying under 10 % avoids additional bank-regulatory approval and certain Section 13 reporting requirements.

How many non-voting CF Bankshares shares does Castle Creek still hold?

The fund holds 693,162 non-voting shares that are not convertible within the next 60 days.

Does Castle Creek have sole voting power over its CFBK shares?

No. It reports 0 sole voting/dispositive power; all authority is shared between affiliated entities.