CFBK.NASDAQCf Bankshares INC

SCHEDULE: Castle Creek Capital Reduces Stake in CF Bankshares to 9.9%

Sentiment:

Beneficial Ownership Update

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Castle Creek Capital Partners VII, LP has reduced its beneficial ownership in CF Bankshares Inc. to 9.9% after selling 65,907 shares for over $1.5 million.

Summary

  • Castle Creek Capital Partners VII, LP (Fund VII) and its affiliate Castle Creek Capital VII LLC (CCC VII) filed Amendment No. 10 to their Schedule 13D regarding their holdings in CF Bankshares Inc.
  • Between July 9, 2025, and July 21, 2025, Fund VII sold a total of 65,907 shares of CF Bankshares' Voting Common Stock in various open-market transactions.
  • These sales generated net proceeds of $1,585,685.19 for Fund VII, after accounting for commissions and fees.
  • Following these transactions, Fund VII directly owns 288,857 shares of Voting Common Stock.
  • The aggregate beneficial ownership of Fund VII and CCC VII in CF Bankshares is now 581,383 shares, representing approximately 9.9% of the Voting Common Stock.
  • This 9.9% beneficial ownership includes the 288,857 shares held directly by Fund VII and 292,526 shares of Voting Common Stock issuable upon conversion of Non-Voting Common Stock, subject to an Ownership Cap.
  • The calculation of beneficial ownership is based on 5,872,556 shares of Voting Common Stock outstanding, which includes 5,219,630 shares outstanding as of May 8, 2025, plus 360,400 shares converted on May 21, 2025, and 292,526 shares convertible due to the cap.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative as a significant institutional investor, Castle Creek Capital, has reduced its stake in CF Bankshares Inc. by selling a notable number of shares. While this is a routine disclosure for a Schedule 13D amendment, a reduction in ownership by a large holder can sometimes be perceived as a lack of conviction or a portfolio rebalancing, which may put minor downward pressure on the stock.

Negatives

  • A significant shareholder, Castle Creek Capital Partners VII, LP, has reduced its stake by selling 65,907 shares of Voting Common Stock.
  • The reduction in ownership from a previous, higher percentage could be perceived negatively by the market, potentially indicating a lack of conviction or a portfolio rebalancing by the institutional investor.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

  • The filing does not contain any direct quotes or paraphrased statements from CF Bankshares Inc. management.

Industry Context

This filing is a routine disclosure by a significant institutional investor, Castle Creek Capital, detailing changes in its ownership stake in CF Bankshares Inc., a financial institution. Such adjustments in holdings by large investors are common and can reflect portfolio rebalancing or strategic shifts by the investor rather than specific industry trends or company performance issues. The banking sector is subject to ongoing regulatory changes and economic conditions, but this specific filing does not provide direct insights into those broader trends.

Comparison to Industry Standards

  • This filing is a disclosure of an institutional investor's stake reduction and does not contain financial results or operational metrics that can be directly compared to industry standards or specific comparable companies/projects.

Stakeholder Impact

  • Shareholders: Existing shareholders may view the reduction in stake by a significant institutional investor as a negative signal, potentially leading to downward pressure on the stock price.
  • Company Management: The company's management might need to address market perceptions if the sale leads to significant stock price volatility or investor concern.

Next Steps

  • The filing does not explicitly mention any future actions, events, or milestones for CF Bankshares Inc. or the reporting person beyond the ongoing disclosure requirements.

Key Dates

DateDescription
December 24, 2019Original Schedule 13D filed.
March 31, 2020Amendment No. 1 to Schedule 13D filed.
June 1, 2020Amendment No. 2 to Schedule 13D filed.
November 26, 2024Amendment No. 3 to Schedule 13D filed.
December 3, 2024Amendment No. 4 to Schedule 13D filed.
December 12, 2024Amendment No. 5 to Schedule 13D filed.
May 8, 2025Date as of which 5,219,630 shares of Voting Common Stock were outstanding, as reported in the Company's Form 10-Q.
May 12, 2025Date of Company's Quarterly Report on Form 10-Q filing with the SEC.
May 14, 2025Amendment No. 6 to Schedule 13D filed.
May 21, 2025360,400 shares of Voting Common Stock issued to Fund VII upon conversion of an equal number of shares of Non-Voting Common Stock.
May 22, 2025Amendment No. 7 to Schedule 13D filed.
July 3, 2025Amendment No. 8 to Schedule 13D filed.
July 9, 2025Fund VII sold 15,469 shares of Voting Common Stock at a weighted average price of $24.20 per share.
July 10, 2025Amendment No. 9 to Schedule 13D filed; Fund VII sold 3,110 shares of Voting Common Stock at a weighted average price of $24.23 per share.
July 14, 2025Fund VII sold 3,195 shares of Voting Common Stock at a weighted average price of $24.03 per share.
July 16, 2025Fund VII sold 395 shares of Voting Common Stock at a weighted average price of $24.01 per share.
July 17, 2025Fund VII sold 340 shares of Voting Common Stock at a price of $24.00 per share.
July 18, 2025Fund VII sold 2,753 shares of Voting Common Stock at a price of $24.00 per share.
July 21, 2025Fund VII sold 40,645 shares of Voting Common Stock at a weighted average price of $24.05 per share; This is the date of the event which required the filing of this Amendment No. 10.
July 23, 2025Date of signature for this Amendment No. 10.

Recommendation

hold

While a significant institutional investor reducing its stake can be a negative signal, this filing represents a partial sale rather than a full exit. It could be a portfolio rebalancing decision by Castle Creek Capital rather than an indictment of CF Bankshares' fundamentals. Investors should hold to observe if other institutional investors follow suit or if the company's operational performance provides a clearer direction. A 'sell' would be warranted if there were clear indications of deteriorating company fundamentals or a more substantial divestment.

Keywords

CF Bankshares Inc., Castle Creek Capital, Schedule 13D, beneficial ownership, common stock, share sale, institutional investor, SEC filing, financial services, banking

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