Director at Commercial Bancgroup (CBK) awarded 836 RSUs

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Mars III Sam A. reported acquisition or exercise transactions in this Form 4 filing.

Commercial Bancgroup, Inc. director Sam A. Mars III reported receiving an equity award in the form of restricted stock units. He was granted 836 RSUs, each representing a contingent right to receive one share of the company’s common stock under the 2025 Omnibus Incentive Plan.

The RSUs vest 100% on the date of the issuer’s 2027 annual meeting of shareholders, aligning the award with long-term performance. Following this grant, Mars directly holds 19,231 shares of Commercial Bancgroup common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Mars III Sam A.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	836	$0.00	--

Holdings After Transaction: Common Stock — 19,231 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 836 units Shares per RSU: 1 share per RSU Total shares after grant: 19,231 shares +2 more

5 metrics

RSUs granted 836 units Restricted stock units awarded to director on Form 4

Shares per RSU 1 share per RSU Each RSU represents one share of common stock

Total shares after grant 19,231 shares Director’s direct holdings following the RSU award

Vesting event 2027 annual meeting RSUs vest 100% on the 2027 shareholder meeting date

Transaction code A Classified as grant, award, or other acquisition

Key Terms

restricted stock units, 2025 Omnibus Incentive Plan, vest 100%, contingent right

4 terms

restricted stock units financial

"Represents an award of restricted stock units (collectively, the "RSUs"...)"

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.

vest 100% financial

"The RSUs vest 100% on the date of the issuer's 2027 annual meeting..."

contingent right financial

"Each RSU represents a contingent right to receive one share of the issuer's common stock."

Form 4 Insider Transactions: What Each Field Means →

05/08/2026 - 04:40 PM

SEC Form 4

FORM 4

UNITED 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^*

Mars III Sam A.

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/07/2026		A		836⁽¹⁾	A	$0	19,231	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents 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 2027 annual meeting of shareholders.

	/s/ Philip J. Metheny, attorney-in-fact	05/08/2026
	** Signature of Reporting Person	Date
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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Commercial Bancgroup reported that director Sam A. Mars III received an award of 836 restricted stock units. These RSUs were granted under the 2025 Omnibus Incentive Plan and represent a contingent right to receive an equal number of common shares at vesting.

How many Commercial Bancgroup (CBK) shares are tied to the new RSU grant?

The award consists of 836 restricted stock units, with each RSU equal to one share of common stock. If all conditions are met and the RSUs vest, the director would receive 836 shares of Commercial Bancgroup common stock under this grant.

When do the Commercial Bancgroup (CBK) RSUs granted to the director vest?

The RSUs vest 100% on the date of Commercial Bancgroup’s 2027 annual meeting of shareholders. This single cliff-vesting schedule links the director’s equity compensation to the company’s long-term performance and continued service through that meeting date.

Did the Commercial Bancgroup (CBK) director buy or sell shares on the market?

No open-market buy or sell is reported here; the Form 4 shows a grant classified as a grant, award, or other acquisition. The 836 shares are contingent RSUs awarded as compensation rather than purchased or sold on a stock exchange.

What is the purpose of the Commercial Bancgroup (CBK) 2025 Omnibus Incentive Plan?

The 2025 Omnibus Incentive Plan is used to grant awards such as restricted stock units to participants. In this filing, 836 RSUs were issued to a director under the plan, providing future shares if vesting conditions tied to the 2027 annual meeting are satisfied.