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Commercial Bancgroup (CBK) chair details LP and trust share transfers

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Commercial Bancgroup, Inc. Executive Chairperson John Adam Robertson reported a series of internal equity restructurings involving shares of Common Stock held through affiliated entities. The filing reflects transfers coded as “J” (other acquisition or disposition) with no purchase price and no open‑market trading.

Footnotes explain that shares were moved from Robertson Holding Company, L.P. to the Edwin G. Robertson Children’s Irrevocable Trust and another family trust as part of a distribution of Robertson Holding’s assets to its limited partners, with no specific price paid for the transfers. Robertson is one of two general partners of Robertson Holding and sole trustee of the children’s trust, but disclaims beneficial ownership of those indirect holdings except to the extent of any pecuniary interest.

After these changes, holdings shown include 45,800.5 shares held directly and 3,750 shares held indirectly through a spouse, along with indirect positions held through the family limited partnership and trust structures.

Positive

  • None.

Negative

  • None.
Insider Robertson John Adam
Role Executive Chairperson
Type Security Shares Price Value
Other Common Stock 545,730.5 $0.00 --
Other Common Stock 545,730 $0.00 --
Other Common Stock 556,465 $0.00 --
Other Common Stock 556,466 $0.00 --
Other Common Stock 556,466 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Other Common Stock 556,465 $0.00 --
Holdings After Transaction: Common Stock — 0 shares (Indirect, By Robertson Holding Company, L.P.); Common Stock — 45,800.5 shares (Direct, null)
Footnotes (1)
  1. The reporting person is one of the two general partners of Robertson Holding Company, L.P. ("Robertson Holding"). The reporting person disclaims any beneficial ownership of the shares of common stock, par value $0.01 per share ("Common Stock"), of Commercial Bancgroup, Inc. held by Robertson Holding, except to the extent of his pecuniary interest therein, if any. The reporting person is the sole trustee of the Edwin G. Robertson Children's Irrevocable Trust (the "EGR Trust"), and the reporting person and members of his immediate family are the sole beneficiaries of the EGR Trust. The reporting person disclaims beneficial ownership of the securities held by the EGR Trust except to the extent of his pecuniary interest therein, if any. Transfer of shares of Common Stock from Robertson Holding to the EGR Trust and Craig E. Robertson Children's Irrevocable Trust (the "CER Trust"), respectively, in connection with the distribution of the assets of Robertson Holding to its limited partners. No purchase price was paid specifically for the transfer of such shares of Common Stock to the EGR Trust and CER Trust. Includes 26,659 shares of Common Stock held by the reporting person jointly with the reporting person's spouse.
Restructuring shares 3,317,322.5 shares Total shares in restructuring-type transactions (code J)
Trust transfer on Mar 3, 2026 556,466 shares Common Stock held by Edwin G. Robertson Children’s Irrevocable Trust after code J transaction
LP holdings after Mar 3, 2026 transfer 1,647,925.5 shares Common Stock held indirectly by Robertson Holding Company, L.P. after code J transaction
Direct holdings 45,800.5 shares Common Stock held directly by the reporting person as of Mar 3, 2026
Spousal holdings 3,750 shares Common Stock held indirectly through spouse as of Mar 3, 2026
Par value $0.01 per share Par value of Commercial Bancgroup Common Stock referenced in footnotes
Transfer price $0.0000 per share Price per share for code J restructuring transfers
Form 4 regulatory
"INSIDER FILING DATA (Form 4)"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
beneficial ownership financial
"The reporting person disclaims any beneficial ownership of the shares of common stock"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of his pecuniary interest therein, if any"
irrevocable trust financial
"Edwin G. Robertson Children's Irrevocable Trust (the "EGR Trust")"
limited partners financial
"in connection with the distribution of the assets of Robertson Holding to its limited partners"
Limited partners are investors who provide most of the capital to an investment partnership but do not run its day-to-day business; they have liability only up to the amount they invested. Think of them as silent backers who hire a manager to make decisions and share in profits or losses; their importance to investors lies in shaping how much money a fund can deploy, the risk and return profile they receive, and the liquidity and fees associated with that investment.
transaction code J regulatory
"transaction_code": "J", "transaction_code_description": "Other acquisition or disposition""
SEC Form 4
FORM 4UNITED 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*
Robertson John Adam

(Last)(First)(Middle)
C/O COMMERCIAL BANCGROUP, INC.
6710 CUMBERLAND GAP PARKWAY

(Street)
HARROGATE TENNESSEE 37752

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Commercial Bancgroup, Inc. [ CBK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairperson
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock03/03/2026J(3)556,466D$0(3)1,647,925.5IBy Robertson Holding Company, L.P.(1)
Common Stock03/03/2026J(3)556,466A$0(3)556,466IBy Edwin G. Robertson Children's Irrevocable Trust(2)
Common Stock03/04/2026J(3)556,465D$0(3)1,091,460.5IBy Robertson Holding Company, L.P.(1)
Common Stock03/04/2025J(3)556,465A$0(3)1,112,931IBy Edwin G. Robertson Children's Irrevocable Trust(2)
Common Stock03/05/2026J(3)545,730D$0(3)545,730.5IBy Robertson Holding Company, L.P.(1)
Common Stock03/06/2026J(3)545,730.5D$0(3)0IBy Robertson Holding Company, L.P.(1)
Common Stock45,800.5(4)D
Common Stock3,750IBy spouse
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The reporting person is one of the two general partners of Robertson Holding Company, L.P. ("Robertson Holding"). The reporting person disclaims any beneficial ownership of the shares of common stock, par value $0.01 per share ("Common Stock"), of Commercial Bancgroup, Inc. held by Robertson Holding, except to the extent of his pecuniary interest therein, if any.
2. The reporting person is the sole trustee of the Edwin G. Robertson Children's Irrevocable Trust (the "EGR Trust"), and the reporting person and members of his immediate family are the sole beneficiaries of the EGR Trust. The reporting person disclaims beneficial ownership of the securities held by the EGR Trust except to the extent of his pecuniary interest therein, if any.
3. Transfer of shares of Common Stock from Robertson Holding to the EGR Trust and Craig E. Robertson Children's Irrevocable Trust (the "CER Trust"), respectively, in connection with the distribution of the assets of Robertson Holding to its limited partners. No purchase price was paid specifically for the transfer of such shares of Common Stock to the EGR Trust and CER Trust.
4. Includes 26,659 shares of Common Stock held by the reporting person jointly with the reporting person's spouse.
/s/ Philip J. Metheny, attorney-in-fact04/27/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transactions did Commercial Bancgroup (CBK) report on this Form 4?

The Form 4 reports several code J transactions, reflecting internal restructuring of Common Stock holdings through Robertson Holding Company, L.P. and family trusts. No purchase price was paid, and the activity did not involve open-market buying or selling of CBK shares.

How many Commercial Bancgroup (CBK) shares were involved in the restructuring?

The transaction summary shows 3,317,322.5 shares of Common Stock affected by restructuring-type transactions. These were coded as “J” and represent movements among Robertson Holding Company, L.P. and related family trusts rather than traditional market purchases or sales.

What are John Adam Robertson’s direct and spousal CBK holdings after these transactions?

After the reported changes, the filing shows 45,800.5 shares of Commercial Bancgroup Common Stock held directly and 3,750 shares held indirectly through Robertson’s spouse. These positions are separate from larger indirect interests held via partnership and trust entities.

How are Commercial Bancgroup (CBK) shares held through Robertson Holding Company, L.P. treated?

Shares are held by Robertson Holding Company, L.P., where the reporting person is one of two general partners. He disclaims beneficial ownership of CBK shares held by the partnership, except for any pecuniary interest, meaning economic exposure rather than full voting or investment authority.

What role does the Edwin G. Robertson Children’s Irrevocable Trust play in CBK ownership?

The reporting person is sole trustee of the Edwin G. Robertson Children’s Irrevocable Trust, and his family are its beneficiaries. The trust holds CBK shares, and he disclaims beneficial ownership of those securities except for any pecuniary interest, reflecting a fiduciary rather than outright ownership role.

Were any Commercial Bancgroup (CBK) shares bought or sold on the market in this Form 4?

No market purchases or sales are shown. All coded transactions use “J” for other acquisition or disposition at $0.0000 per share, and footnotes state transfers occurred as part of distributing assets from Robertson Holding Company, L.P. to its limited partners and related trusts.