Director at Commercial Bancgroup (CBK) granted 836 RSUs vesting at 2027 meeting

Rhea-AI Filing Summary

Commercial Bancgroup, Inc. director James J. Shoffner reported receiving an equity award in the form of restricted stock units tied to the company’s common stock. The award covers 836 RSUs, each representing the right to receive one share of common stock at no purchase price.

After this grant, Shoffner directly holds 15,888 shares of common stock. The RSUs were granted under the Commercial Bancgroup, Inc. 2025 Omnibus Incentive Plan and are scheduled to vest 100% on the date of the company’s 2027 annual meeting of shareholders, making this a compensation-related, not open-market, acquisition.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SHOFFNER JAMES J

Role null

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

Holdings After Transaction: Common Stock — 15,888 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs granted: 836 units Grant price: $0.00 per unit Shares held after: 15,888 shares +1 more

4 metrics

RSUs granted 836 units Restricted stock units granted on May 7, 2026

Grant price $0.00 per unit Equity compensation, not open-market purchase

Shares held after 15,888 shares Common stock directly owned after the RSU grant

Vesting event 2027 annual meeting RSUs vest 100% on issuer’s 2027 annual meeting date

Key Terms

restricted stock units, Omnibus Incentive Plan, contingent right, vest

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.

Omnibus Incentive Plan financial

"...granted pursuant to the Commercial Bancgroup, Inc. 2025 Omnibus Incentive Plan."

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

contingent right financial

"Each RSU represents a contingent right to receive one share..."

vest financial

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

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

Form 4 Insider Transactions: What Each Field Means →

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^*

SHOFFNER JAMES J

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/07/2026		A		836(1)	A	$0	15,888	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 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)

FAQ

What did Commercial Bancgroup (CBK) director James J. Shoffner receive in this Form 4 filing?

James J. Shoffner received an award of 836 restricted stock units linked to Commercial Bancgroup common stock. Each RSU represents a contingent right to one share, granted as equity compensation rather than an open-market stock purchase.

How many Commercial Bancgroup (CBK) shares does James J. Shoffner hold after this RSU grant?

Following the RSU award, James J. Shoffner directly holds 15,888 shares of Commercial Bancgroup common stock. This figure reflects his position after the grant reported in the Form 4 and shows his ongoing equity stake in the company.

When do James J. Shoffner’s CBK restricted stock units vest?

Shoffner’s 836 RSUs vest 100% on the date of Commercial Bancgroup’s 2027 annual meeting of shareholders. Vesting means the units convert into shares he can own outright, assuming he satisfies the award’s continued service conditions.

What plan governs the RSU grant to James J. Shoffner at Commercial Bancgroup (CBK)?

The RSU grant was made under the Commercial Bancgroup, Inc. 2025 Omnibus Incentive Plan. This plan authorizes equity-based awards such as restricted stock units to directors and other participants as part of their overall compensation package.

Did James J. Shoffner buy Commercial Bancgroup (CBK) shares on the open market in this Form 4?

No, the Form 4 reports a grant or award of 836 RSUs at a price of $0.00 per unit. This is compensation-related equity, not an open-market stock purchase or sale, and does not reflect trading activity in the market.