STOCK TITAN

Estate transfers reshape Commercial Bancgroup (CBK) director share holdings

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

Rhea-AI Filing Summary

Commercial Bancgroup, Inc. director Charles L. Yates reported estate-related changes in his holdings of common stock. Two transactions coded “W” on February 13, 2026 reflect transfers by the Peggy C. Smith Revocable Trust and PCS Investments II LLC in connection with the passing of Peggy C. Smith.

The filing shows 31,106 shares and 41,475 shares of common stock moving through these entities at a stated price of $0.00 per share, consistent with inheritance or estate distributions rather than market trades. After these changes, Yates directly owns 79,284.5 shares of common stock.

Of this direct position, 469 shares are restricted stock units (RSUs) granted under the Commercial Bancgroup, Inc. 2025 Omnibus Incentive Plan, each representing a contingent right to one common share. These RSUs vest 100% on the date of the company’s 2026 annual meeting of shareholders.

Positive

  • None.

Negative

  • None.
Insider Yates Charles L.
Role null
Type Security Shares Price Value
W Common Stock 41,475 $0.00 --
W Common Stock 31,106 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 0 shares (Indirect, By PCS Investments II LLC); Common Stock — 79,284.5 shares (Direct, null)
Footnotes (1)
  1. The reported disposition occurred in connection with the passing of Peggy C. Smith on February 13, 2026. 469 of these shares represent an award of restricted stock units (collectively, the "RSUs" and each, an "RSU") granted pursuant to the Commercial Bancgroup, Inc. 2025 Omnibus Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs vest 100% on the date of the Issuer's 2026 annual meeting of shareholders. Previously, the Reporting Person had inadvertently under reported his beneficial ownership by 1.25 shares of Issuer's common stock.
Estate transfer from revocable trust 31,106 shares Common Stock, code W, Peggy C. Smith Revocable Trust
Estate transfer from LLC 41,475 shares Common Stock, code W, PCS Investments II LLC
Restructuring transfers total 72,581 shares Total restructuringShares in transactionSummary
Direct holdings after transactions 79,284.5 shares Common Stock directly owned following transactions
Restricted stock units 469 RSUs RSUs under 2025 Omnibus Incentive Plan, vest at 2026 annual meeting
Transaction price per share $0.00 per share Estate-related W code transactions
restricted stock units financial
"469 of these shares represent an award of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
2025 Omnibus Incentive Plan financial
"granted pursuant to the Commercial Bancgroup, Inc. 2025 Omnibus Incentive Plan"
An omnibus incentive plan is a company-wide program that authorizes awards of pay tied to performance and retention—such as stock options, restricted shares, cash bonuses and other rewards—here labeled for the year it was adopted (2025). Investors care because it affects how much ownership can be issued, dilutes existing shareholders, and aligns executives’ and employees’ incentives with company goals, similar to giving team members a stake in the outcome.
beneficial ownership financial
"had inadvertently under reported his beneficial ownership by 1.25 shares"
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.
laws of descent and distribution regulatory
"Acquisition or disposition by will or laws of descent and distribution"
revocable trust financial
"By Peggy C. Smith Revocable Trust"
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
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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*
Yates Charles L.

(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
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026
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 Stock02/13/2026WV41,475(1)D$00IBy PCS Investments II LLC
Common Stock02/13/2026WV31,106(1)D$00IBy Peggy C. Smith Revocable Trust
Common Stock79,284.5(2)(3)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The reported disposition occurred in connection with the passing of Peggy C. Smith on February 13, 2026.
2. 469 of these shares represent an award of restricted stock units (collectively, the "RSUs" and each, an "RSU") granted pursuant to the Commercial Bancgroup, Inc. 2025 Omnibus Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs vest 100% on the date of the Issuer's 2026 annual meeting of shareholders.
3. Previously, the Reporting Person had inadvertently under reported his beneficial ownership by 1.25 shares of Issuer's common stock.
/s/ Philip J. Metheny, attorney-in-fact03/23/2026
** 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 activity did Commercial Bancgroup (CBK) director Charles L. Yates report?

Charles L. Yates reported estate-related share transfers involving trusts and an LLC, not market trades. Two “W” code transactions on February 13, 2026 reflect inheritance or estate distributions tied to Peggy C. Smith’s passing, rather than buying or selling CBK shares.

How many Commercial Bancgroup (CBK) shares moved in the estate transfers?

The filing shows 31,106 shares and 41,475 shares of Commercial Bancgroup common stock involved in two “W” code transactions. These were processed at a stated price of $0.00 per share, reflecting transfers by the Peggy C. Smith Revocable Trust and PCS Investments II LLC.

What are Charles L. Yates’s CBK holdings after the reported Form 4 transactions?

After the reported activity, Charles L. Yates directly owns 79,284.5 shares of Commercial Bancgroup common stock. This total includes both unrestricted shares and 469 restricted stock units that convert into shares if vesting conditions are met at the 2026 annual shareholder meeting.

How are RSUs treated in Charles L. Yates’s Commercial Bancgroup (CBK) holdings?

Yates’s reported holdings include 469 restricted stock units (RSUs) granted under the 2025 Omnibus Incentive Plan. Each RSU represents a contingent right to one CBK common share and will vest in full on the date of Commercial Bancgroup’s 2026 annual meeting of shareholders.

What does transaction code “W” indicate in the Commercial Bancgroup (CBK) Form 4?

Transaction code “W” in this Form 4 is described as an acquisition or disposition by will or laws of descent and distribution. Here, it reflects estate-related transfers of CBK shares connected to Peggy C. Smith’s passing, not open-market purchases or sales by the director.