CBK director reports 469-share RSU award and 18,395 shares owned

Rhea-AI Filing Summary

Commercial Bancgroup, Inc. (CBK)11/24/2025, the director acquired 469 restricted stock units (RSUs) of Commercial Bancgroup common stock at a price of $0, reflecting a compensatory grant rather than an open-market purchase. Following this award, the director beneficially owns 18,395 shares of common stock in direct form.

The filing explains that the 469 RSUs were granted under the Commercial Bancgroup, Inc. 2025 Omnibus Incentive Plan. Each RSU represents a contingent right to receive one share of common stock, and the RSUs are scheduled to vest 100% on the date of the company’s 2026 annual meeting of shareholders, aligning the director’s compensation with long-term shareholder interests.

11/25/2025 - 09:10 AM

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

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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 TN 37752

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/24/2025		A		469(1)	A	$0	18,395	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 2026 annual meeting of shareholders.

	/s/ Philip J. Metheny, attorney-in-fact	11/25/2025
	** 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.

FAQ

What equity award did the Commercial Bancgroup (CBK) director receive?

The director received an award of 469 restricted stock units (RSUs) of Commercial Bancgroup, Inc. common stock under the 2025 Omnibus Incentive Plan.

When was the Commercial Bancgroup (CBK) RSU grant to the director made?

The RSU grant to the director was made on 11/24/2025, as reported in the Form 4 filing.

How do the Commercial Bancgroup (CBK) RSUs vest for this director?

The 469 RSUs vest 100% on the date of Commercial Bancgroup, Inc.’s 2026 annual meeting of shareholders.

What does each Commercial Bancgroup (CBK) RSU represent in this Form 4?

Each RSU represents a contingent right to receive one share of Commercial Bancgroup, Inc. common stock.

How many Commercial Bancgroup (CBK) shares does the director own after this transaction?

After the reported transaction, the director beneficially owns 18,395 shares of Commercial Bancgroup, Inc. common stock in direct form.

Is the Commercial Bancgroup (CBK) director a 10% owner according to the Form 4?

The filing identifies the reporting person as a Director; the 10% Owner box is shown but not indicated as selected in the provided content.