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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 to report recent open-market sales of CF Bankshares Inc. (CFBK) common stock. Between August 25 and August 27, 2025, Fund VII sold 72,177 shares for proceeds of $1,777,591.42, leaving the fund with 303,148 Voting Common Stock shares. The filing reports Fund VII is deemed to beneficially own 600,928 shares (approximately 9.9% of Voting Common Stock), which includes 297,780 shares issuable upon conversion of certain Non-Voting Common Stock subject to an ownership cap. The amendment discloses weighted-average sale prices (about $24.58–$24.70) and clarifies shared voting and dispositive power with CCC VII.

Positive
  • Timely and specific disclosure of recent open-market transactions, including share counts, proceeds, and weighted-average prices
  • Clarification of beneficial ownership that includes convertible shares and explains the effect of the Ownership Cap
Negative
  • Fund VII sold 72,177 shares over three days, reducing its direct voting shares to 303,148
  • Reported stake remains concentrated at approximately 9.9% beneficial ownership, which may maintain significant influence

Insights

TL;DR: Fund VII trimmed its stake via broker-assisted sales, remains a near-10% beneficial holder; sales generated $1.78M and reduced on‑hand voting shares.

Fund VII executed 72,177 open-market share sales over three days at weighted-average prices around $24.6–$24.7, producing $1,777,591.42 net. Post-sales, Fund VII directly holds 303,148 voting shares but is deemed to beneficially own 600,928 shares when accounting for convertible non-voting shares subject to the Ownership Cap. The disclosure is detailed and timely, enabling investors to update ownership and potential voting-power calculations; no financial performance metrics are provided in this amendment.

TL;DR: Amendment clarifies voting/dispositive arrangements and conversion math; shared control with CCC VII remains in place.

The filing restates that Fund VII shares voting and dispositive power with Castle Creek Capital VII LLC (CCC VII) and disclaims beneficial ownership by CCC VII except for pecuniary interest. It also specifies how conversion of Non-Voting Common Stock interacts with the Ownership Cap to determine reported beneficial ownership (600,928 shares, ~9.9%). The disclosure improves transparency around control and potential dilution from conversions but does not indicate any change to governance agreements.






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:08/29/2025
Castle Creek Capital VII LLC
Signature:/s/ Tony Scavuzzo
Name/Title:Tony Scavuzzo, Managing Principal
Date:08/29/2025

FAQ

How many CF Bankshares (CFBK) shares did Castle Creek Capital Partners VII, LP sell on August 25–27, 2025?

The fund sold an aggregate of 72,177 shares in open-market, broker-assisted transactions during those dates.

What proceeds did Fund VII receive from the August 25–27, 2025 sales?

The sales generated net proceeds of $1,777,591.42.

After the sales, how many voting shares does Fund VII directly hold and what is its reported beneficial ownership?

Fund VII directly holds 303,148 Voting Common Stock shares and is deemed to beneficially own 600,928 shares (~9.9%).

What prices were the shares sold at during the August 25–27 transactions?

Weighted-average prices were approximately $24.70 on August 25 and 26 and $24.58 on August 27, with transaction price ranges noted in the filing.

Does the filing explain how conversion of Non-Voting Common Stock affects the reported ownership percentage?

Yes. The 600,928-share figure includes 297,780 shares issuable upon conversion of Non-Voting Common Stock to Voting Common Stock, subject to the Ownership Cap; 300,820 Non-Voting shares are excluded because they cannot be converted within 60 days.
Cf Bankshares Inc

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