SCHEDULE 13D/A: Chain Bridge Bancorp: Fitzgerald Family Updates Beneficial Ownership Percentages Following Change in Outstanding Shares

An amendment to a Schedule 13D filing reveals updated beneficial ownership percentages for various Fitzgerald family members and associated trusts in Chain Bridge Bancorp, Inc., primarily due to a change in the company's total outstanding Class A Common Stock.

Summary

• This document is Amendment No. 2 to a Schedule 13D filing for Chain Bridge Bancorp, Inc. (CUSIP: 15746L100).
• The amendment updates the reported beneficial ownership percentages of Class A Common Stock for several individuals and entities associated with the Fitzgerald family.
• The change in percentages is solely a result of an update to the total outstanding shares of Class A Common Stock, which were reported as 3,049,447 as of December 31, 2024, by the Company in its Current Report on Form 8-K furnished on January 28, 2025.
• No transactions in the company's securities have been made by the Reporting Persons since the initial Schedule 13D filing.
• Peter G. Fitzgerald is reported as the largest individual beneficial owner with 1,027,820 shares, representing 25.2% of the outstanding Class A Common Stock.
• Julie Fitzgerald Schauer holds 647,360 shares, representing 17.5% beneficial ownership.
• Gerald F. Fitzgerald, Jr. holds 535,670 shares, representing 14.9% beneficial ownership.
• James G. Fitzgerald holds 463,080 shares, representing 13.2% beneficial ownership.
• Thomas G. Fitzgerald holds 371,620 shares, representing 10.9% beneficial ownership.
• If the Reporting Persons were deemed a 'group,' they could collectively beneficially own 2,321,088 shares of Class A Common Stock, representing 43.3% of the Company's Class A Common Stock, assuming conversion of Class B shares by these Reporting Persons only.
• Each Reporting Person explicitly disclaims membership in a 'group' and beneficial ownership over shares held by other Reporting Persons, stating they act independently.

Sentiment

Score: 5

Explanation: The document is a factual, regulatory filing updating beneficial ownership percentages due to a change in the total outstanding shares. It contains no subjective language or forward-looking statements that would indicate a positive or negative sentiment.

Future Outlook

NA

Industry Context

This filing is a standard regulatory disclosure of beneficial ownership, which is common across all publicly traded companies. It does not provide specific industry-wide trends or competitive analysis, but rather details the ownership structure within Chain Bridge Bancorp, Inc. The existence of Class A and Class B common stock suggests a dual-class share structure, often used to maintain control by founding families or specific groups.

Stakeholder Impact

• Shareholders: The updated percentages provide clarity on the ownership structure and the significant stakes held by the Fitzgerald family and associated entities, which could influence voting power and control dynamics.

Key Dates

Keywords

Chain Bridge Bancorp, SEC filing, Schedule 13D, beneficial ownership, Class A Common Stock, Class B Common Stock, shareholding, Fitzgerald family, corporate governance, investment power, voting power