Commercial Bancgroup (CBK) director receives 836 RSUs and reports large indirect stake

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Spurlock Martha S. reported acquisition or exercise transactions in this Form 4 filing.

Commercial Bancgroup, Inc. director Martha S. Spurlock reported an equity award and updated holdings in common stock. She received 836 restricted stock units (RSUs) at $0.00 per share as a grant under the Commercial Bancgroup, Inc. 2025 Omnibus Incentive Plan. Each RSU represents a contingent right to receive one share of common stock and vests 100% on the date of the company’s 2027 annual meeting of shareholders. Following this grant, she holds 96,310.5 shares directly, including 95,005.5 shares jointly owned with her spouse, and has an additional 1,167,820.5 shares reported as indirectly owned through Unified Shares LLC, where she disclaims beneficial ownership except to the extent of any pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Spurlock Martha S.

Role null

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

Holdings After Transaction: Common Stock — 96,310.5 shares (Direct, null); Common Stock — 1,167,820.5 shares (Indirect, By Unified Shares LLC)

Footnotes (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. 95,005.5 of these shares are jointly owned with the reporting person's spouse. The reporting person is a member and manager of Unified Shares LLC ("Unified Shares"). The reporting person disclaims beneficial ownership of the shares of the issuer's common stock held by Unified Shares except to the extent of her pecuniary interest therein, if any.

Key Figures

RSU grant: 836 RSUs RSU grant price: $0.00 per share Direct holdings after grant: 96,310.5 shares +3 more

6 metrics

RSU grant 836 RSUs Equity award under 2025 Omnibus Incentive Plan

RSU grant price $0.00 per share Grant, award, or other acquisition

Direct holdings after grant 96,310.5 shares Common stock directly owned following RSU grant

Jointly owned shares 95,005.5 shares Portion of direct holdings jointly owned with spouse

Indirect holdings via LLC 1,167,820.5 shares Common stock held through Unified Shares LLC

RSU vesting event 2027 annual meeting RSUs vest 100% on 2027 shareholders’ meeting date

Key Terms

restricted stock units, 2025 Omnibus Incentive Plan, pecuniary interest, beneficial ownership, +1 more

5 terms

restricted stock units financial

"Represents an award of restricted stock units (collectively, the "RSUs" and each, an "RSU")"

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.

pecuniary interest financial

"disclaims beneficial ownership of the shares ... except to the extent of her pecuniary interest therein"

beneficial ownership financial

"The reporting person disclaims beneficial ownership of the shares of the issuer's 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.

indirect ownership financial

"The reporting person is a member and manager of Unified Shares LLC"

Form 4 Insider Transactions: What Each Field Means →

05/08/2026 - 04:41 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^*

Spurlock Martha S.

(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	96,310.5⁽²⁾	D
Common Stock								1,167,820.5	I	By Unified Shares LLC⁽³⁾

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.

2. 95,005.5 of these shares are jointly owned with the reporting person's spouse.

3. The reporting person is a member and manager of Unified Shares LLC ("Unified Shares"). The reporting person disclaims beneficial ownership of the shares of the issuer's common stock held by Unified Shares except to the extent of her pecuniary interest therein, if any.

	/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 Martha S. Spurlock report for Commercial Bancgroup (CBK)?

Martha S. Spurlock reported receiving a grant of 836 restricted stock units in Commercial Bancgroup common stock. The award was made under the company’s 2025 Omnibus Incentive Plan and is compensation-related rather than an open-market stock purchase or sale.

How many Commercial Bancgroup (CBK) shares does Martha S. Spurlock hold directly after this Form 4?

After the reported grant, Martha S. Spurlock holds 96,310.5 Commercial Bancgroup common shares directly. Footnotes state that 95,005.5 of these shares are jointly owned with her spouse, meaning only a small portion of her direct holdings is not jointly held.

What are the terms of the 836 RSUs granted to Martha S. Spurlock at Commercial Bancgroup (CBK)?

The 836 RSUs are granted at $0.00 per share under the 2025 Omnibus Incentive Plan. Each RSU converts into one share of Commercial Bancgroup common stock and vests 100% on the date of the company’s 2027 annual meeting of shareholders.

What indirect Commercial Bancgroup (CBK) holdings are reported through Unified Shares LLC?

The filing reports 1,167,820.5 Commercial Bancgroup common shares as indirectly held through Unified Shares LLC. Martha S. Spurlock is a member and manager of this entity but disclaims beneficial ownership except to the extent of her pecuniary interest, if any, in those shares.

Is Martha S. Spurlock’s Form 4 for Commercial Bancgroup (CBK) an open-market stock purchase or sale?

The Form 4 does not show any open-market purchases or sales. It reports a grant of 836 restricted stock units at $0.00 per share and a separate indirect holding entry through Unified Shares LLC, making this primarily a compensation and ownership-reporting update.

When will Martha S. Spurlock’s Commercial Bancgroup (CBK) RSU award vest?

The 836 restricted stock units granted to Martha S. Spurlock will vest 100% on the date of Commercial Bancgroup’s 2027 annual meeting of shareholders, at which time each RSU will entitle her to receive one share of the company’s common stock.