C1 Fund CFO reports 4,057-share ownership decline

C1 Group LLC had 100,000 common shares canceled after the underwriters did not exercise their over-allotment option.

This filing corrects an earlier one, and you can read the original Form 4 if you want to see what changed.

Rhea-AI Filing Summary

C1 Fund Inc. Chief Financial Officer David Hytha reported a disposition of 4,057 common shares indirectly held through C1 Group LLC on September 5, 2025. Afterward, the reported position was 27,047 shares indirectly through the LLC and 5,004 shares held directly. The amendment attributes the decrease in his indirect ownership to dilution when certain investors’ interests in C1 Group LLC vested at the August 7, 2025 IPO.

Insider Trade Summary

Other: 4,057 shares

Other 2 txns

Insider Hytha David

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Other	Common Stock F1, F2	4,057	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 27,047 shares (Indirect, Via C1 Group LLC); Common Stock — 5,004 shares (Direct)

Footnotes (2)

1. F1. David Hytha beneficially owns the reported shares through the Issuer's sponsor, C1 Group LLC. On September 5, 2025, 100,000 shares of common stock held by C1 Group LLC was cancelled because the underwriters did not exercise their over-allotment option, as described in the Issuer's IPO Prospectus. The number of shares reported herein reflect Mr. Hytha's indirect ownership through C1 Group LLC.
2. F2. This Form 4 Amendment is being filed to correct the number of shares indirectly owned by David Hytha. Mr. Hytha indirectly owns shares in C1 Fund Inc. through C1 Group LLC. Mr. Hytha's ownership interest in C1 Group LLC was diluted on August 7, 2025, the date of C1 Fund Inc.'s IPO, when certain investors' interests in C1 Group LLC vested. The dilution in Mr. Hytha's ownership in C1 Group LLC resulted in a decrease in his indirect ownership of C1 Fund Inc., which was not reflected in Mr. Hytha's prior beneficial ownership filings.

Key Figures

Reported indirect disposition: 4,057 common shares Indirect holdings after transaction: 27,047 common shares Direct holdings: 5,004 common shares +1 more

4 metrics

Reported indirect disposition 4,057 common shares Through C1 Group LLC on September 5, 2025

Indirect holdings after transaction 27,047 common shares Held through C1 Group LLC on September 5, 2025

Direct holdings 5,004 common shares Reported on September 5, 2025

Shares canceled 100,000 common shares Held by C1 Group LLC; canceled September 5, 2025

Key Terms

over-allotment option, indirect ownership, beneficially owns

3 terms

over-allotment option financial

"underwriters did not exercise their over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

indirect ownership regulatory

"decrease in his indirect ownership"

beneficially owns regulatory

"beneficially owns the reported shares through the Issuer's sponsor"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

FAQ

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

How many CFND shares did David Hytha report disposing of?

David Hytha reported a disposition of 4,057 CFND common shares held indirectly through C1 Group LLC on September 5, 2025. The reported post-transaction holdings were 27,047 shares indirectly through the LLC and 5,004 shares directly.

Why were 100,000 CFND shares held by C1 Group LLC canceled?

The 100,000 shares were canceled on September 5, 2025, because the underwriters did not exercise their over-allotment option, as described in C1 Fund Inc.’s IPO prospectus.

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

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Available on EDGAR 09/28/2026 - 09:59 PM Accepted by SEC EDGAR 09/28/2026 - 09:58 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hytha David

(Last) (First) (Middle)

C/O C1 FUND INC.

3000 EL CAMINO REAL BUILDING 4

(Street)

PALO ALTO CALIFORNIA 94306

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
C1 Fund Inc. [ CFND ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/05/2025

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/05/2025		J(1)		4,057	D	$0	27,047(2)	I	Via C1 Group LLC
Common Stock								5,004	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. David Hytha beneficially owns the reported shares through the Issuer's sponsor, C1 Group LLC. On September 5, 2025, 100,000 shares of common stock held by C1 Group LLC was cancelled because the underwriters did not exercise their over-allotment option, as described in the Issuer's IPO Prospectus. The number of shares reported herein reflect Mr. Hytha's indirect ownership through C1 Group LLC.

2. This Form 4 Amendment is being filed to correct the number of shares indirectly owned by David Hytha. Mr. Hytha indirectly owns shares in C1 Fund Inc. through C1 Group LLC. Mr. Hytha's ownership interest in C1 Group LLC was diluted on August 7, 2025, the date of C1 Fund Inc.'s IPO, when certain investors' interests in C1 Group LLC vested. The dilution in Mr. Hytha's ownership in C1 Group LLC resulted in a decrease in his indirect ownership of C1 Fund Inc., which was not reflected in Mr. Hytha's prior beneficial ownership filings.

	/s/ David Hytha	09/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)