SCHEDULE: Castle Creek Reduces CF Bankshares Stake to 9.9%

Castle Creek Capital Partners VII, LP has reduced its beneficial ownership in CF Bankshares Inc. to 9.9% after selling 76,896 shares for over $1.9 million.

Summary

• Castle Creek Capital Partners VII, LP (Fund VII) sold an aggregate of 76,896 shares of CF Bankshares Inc. Voting Common Stock.
• The sales occurred on September 5, 2025, and September 8, 2025, generating net proceeds of $1,933,263.23, net of commissions and fees.
• Following these transactions, Fund VII directly owns 415,184 shares of Voting Common Stock.
• Fund VII's total beneficial ownership is now 618,098 shares, representing approximately 9.9% of CF Bankshares' Voting Common Stock.
• This beneficial ownership includes 415,184 directly held shares and 202,914 shares issuable upon conversion of Non-Voting Common Stock, subject to an Ownership Cap.
• The calculation of the 9.9% stake is based on 6,243,421 shares of Voting Common Stock outstanding, which includes shares reported in the Company's August 8, 2025 10-Q, shares converted on September 4, 2025, and shares convertible within the Ownership Cap.
• The sales included 50,000 shares on September 5, 2025, at a weighted average price of $24.97 per share (ranging from $24.28 to $25.47), and 26,896 shares on September 8, 2025, at a weighted average price of $25.55 per share (ranging from $25.50 to $25.80).

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to a significant institutional investor reducing its stake, which can be interpreted as a loss of confidence or a strategic divestment. While the sales generated proceeds, the reduction in ownership itself is a bearish signal for the stock.

Positives

• Fund VII realized proceeds of over $1.9 million from the sale of shares, indicating a successful exit for a portion of its investment.
• The sales occurred at weighted average prices of $24.97 and $25.55 per share, suggesting favorable market conditions for the transactions.

Negatives

• Castle Creek Capital Partners VII, LP has reduced its stake in CF Bankshares Inc., potentially signaling a decrease in conviction or a strategic divestment.
• The reduction in ownership from a significant institutional investor could be perceived negatively by the market.

Risks

• The 'Ownership Cap' limits the conversion of Non-Voting Common Stock to Voting Common Stock, which could restrict Fund VII's ability to fully convert its holdings and influence the company.
• The ongoing reduction of a significant investor's stake could lead to increased selling pressure on the stock.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance from company management, focusing instead on the reporting person's current and past transactions.

Industry Context

This filing reflects a common practice among institutional investors to adjust their equity stakes in portfolio companies based on investment strategies, market conditions, or portfolio rebalancing. For the banking sector, such divestments by significant shareholders can sometimes signal a shift in investor sentiment or a realization of gains after a period of investment.

Stakeholder Impact

• Shareholders: Existing shareholders might view the reduction in stake by a major investor as a negative signal, potentially leading to downward pressure on the stock price.
• Company Management: Management may need to address investor concerns regarding the reduction in institutional ownership.

Next Steps

• Castle Creek Capital Partners VII, LP will continue to monitor its investment in CF Bankshares Inc.
• Further amendments to Schedule 13D may be filed if there are additional material changes to beneficial ownership or investment intent.

Key Dates

Recommendation

While the reduction in a significant investor's stake is a negative signal, the filing itself does not provide fundamental financial performance data to warrant a 'sell' recommendation. The stock's performance and future outlook would depend on CF Bankshares' underlying business fundamentals, which are not detailed here. Investors should 'hold' and monitor future filings and company performance for a clearer picture, as this filing primarily reflects an investor's portfolio adjustment rather than a direct commentary on the company's operational health.

Keywords

CF Bankshares, Castle Creek Capital, Schedule 13D/A, Stock Sale, Beneficial Ownership, Institutional Investor, Banking Sector, Equity Stake, SEC Filing, Voting Common Stock