Commercial Bancgroup holder restructures 2.2M-share stake

Commercial Bancgroup, Inc. major shareholder Robertson Holding Company, L.P. reported a series of internal restructuring transactions involving its holdings of Commercial Bancgroup common stock.

Rhea-AI Filing Summary

Commercial Bancgroup, Inc. major shareholder Robertson Holding Company, L.P. reported a series of internal restructuring transactions involving its holdings of Commercial Bancgroup common stock. Over four Form 4 entries dated from March 3, 2026 to March 6, 2026, a total of about 2,204,392 shares were reclassified.

According to the footnote, these shares were transferred from Robertson Holding to the Craig E. Robertson Children's Irrevocable Trust and the Edwin G. Robertson Children's Irrevocable Trust as part of a distribution of Robertson Holding’s assets to its limited partners. No purchase price was paid specifically for these transfers, and Robertson Holding’s direct ownership in the common stock decreased to zero following the final transaction.

Insider Trade Summary

Other: 2,204,391.5 shares

Other 4 txns

Insider Robertson Holding Company, L.P.

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Common Stock	545,730.5	$0.00	$0.00
Other	Common Stock	545,730	$0.00	$0.00
Other	Common Stock	556,465	$0.00	$0.00
Other	Common Stock	556,466	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

1. F1. Transfer of shares of common stock, par value $0.01 per share ("Common Stock"), of Commercial Bancgroup, Inc. held by Robertson Holding Company, L.P. ("Robertson Holding") to the Craig E. Robertson Children's Irrevocable Trust (the "CER Trust") and the Edwin G. Robertson Children's Irrevocable Trust (the "EGR Trust"), respectively, in connection with the distribution of the assets of Robertson Holding to its limited partners. No purchase price was paid specifically for the transfer of such shares of Common Stock to the CER Trust and EGR Trust.

Key Figures

Restructured shares: 2,204,392 shares Transaction dates: March 3–6, 2026 Price per share: $0.00 +1 more

4 metrics

Restructured shares 2,204,392 shares Total common stock involved in restructuring transactions

Transaction dates March 3–6, 2026 Period over which Form 4 restructuring entries occurred

Price per share $0.00 Reported transaction price per share for all restructuring entries

Shares after final transaction 0 shares Robertson Holding’s reported direct Commercial Bancgroup holdings following March 6, 2026

Key Terms

Form 4, transaction code "J", Other acquisition or disposition, limited partners, +1 more

5 terms

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

transaction code "J" regulatory

""transaction_code_description": "Other acquisition or disposition""

Other acquisition or disposition regulatory

""transaction_code_description": "Other acquisition or disposition""

limited partners financial

"in connection with the distribution of the assets of Robertson Holding to its limited partners."

Limited partners are investors who provide most of the capital to an investment partnership but do not run its day-to-day business; they have liability only up to the amount they invested. Think of them as silent backers who hire a manager to make decisions and share in profits or losses; their importance to investors lies in shaping how much money a fund can deploy, the risk and return profile they receive, and the liquidity and fees associated with that investment.

Children's Irrevocable Trust financial

"the Craig E. Robertson Children's Irrevocable Trust (the "CER Trust") and the Edwin G. Robertson Children's Irrevocable Trust"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Robertson Holding Company, L.P. report in its Form 4 for Commercial Bancgroup (CBK)?

Robertson Holding Company, L.P., a 10% owner of Commercial Bancgroup, reported four Form 4 transactions reclassifying about 2.2 million shares of common stock between entities. These were coded as “J” (Other acquisition or disposition), indicating internal restructuring rather than open-market buying or selling.

Were Commercial Bancgroup (CBK) shares bought or sold for cash in this Form 4?

The Form 4 indicates no cash consideration for these transfers. The footnote states no purchase price was paid specifically for moving Commercial Bancgroup common shares from Robertson Holding to the named children’s irrevocable trusts, highlighting a non-cash restructuring instead of a market trade.

How many Commercial Bancgroup (CBK) shares were affected by Robertson Holding’s restructuring?

The transaction summary shows restructuring involving about 2,204,392 Commercial Bancgroup common shares. These were transferred in several steps between March 3 and March 6, 2026, reflecting the distribution of Robertson Holding’s assets to its limited partners via two children’s irrevocable trusts.

What happened to Robertson Holding’s Commercial Bancgroup (CBK) stake after the Form 4 transactions?

After the sequence of restructuring transactions, Robertson Holding’s reported direct ownership in Commercial Bancgroup common stock fell to zero shares. The transfers moved shares to the Craig E. Robertson and Edwin G. Robertson Children’s Irrevocable Trusts as part of an asset distribution to limited partners.

What does transaction code "J" mean in the Commercial Bancgroup (CBK) Form 4?

In this Form 4, each entry uses transaction code “J,” described as “Other acquisition or disposition.” This code typically covers non-standard events, and here it reflects internal transfers of Commercial Bancgroup common stock as part of an asset distribution, not ordinary market purchases or sales.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/27/2026 - 04:53 PM Learn about SEC filing dates

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
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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^*

Robertson Holding Company, L.P.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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	03/03/2026		J(1)		556,466	D	$0(1)	1,647,925.5	D
Common Stock	03/04/2026		J(1)		556,465	D	$0(1)	1,091,460.5	D
Common Stock	03/05/2026		J(1)		545,730	D	$0(1)	545,730.5	D
Common Stock	03/06/2026		J(1)		545,730.5	D	$0(1)	0	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. Transfer of shares of common stock, par value $0.01 per share ("Common Stock"), of Commercial Bancgroup, Inc. held by Robertson Holding Company, L.P. ("Robertson Holding") to the Craig E. Robertson Children's Irrevocable Trust (the "CER Trust") and the Edwin G. Robertson Children's Irrevocable Trust (the "EGR Trust"), respectively, in connection with the distribution of the assets of Robertson Holding to its limited partners. No purchase price was paid specifically for the transfer of such shares of Common Stock to the CER Trust and EGR Trust.

	/s/ Philip J. Metheny, attorney-in-fact	04/27/2026
	** 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)