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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.
Commercial Bancgroup, Inc. executive vice president and chief financial officer Philip J. Metheny reported an open-market purchase of common stock. He bought 3,300 shares on April 30, 2026 at a weighted average price of $29.0182 per share, with trade prices ranging from $28.950 to $29.025.
After this transaction, he directly owns 12,731.69 shares of common stock, which includes 1,119 restricted stock units granted under the Commercial Bancgroup, Inc. 2025 Omnibus Incentive Plan. These RSUs vest in three equal annual installments on January 1, 2027, January 1, 2028, and January 1, 2029.
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.
Commercial Bancgroup, Inc. director Aaron A. Robertson reported internal restructurings of Common Stock holdings involving related entities. Shares were transferred between Robertson Holding Company, L.P. and the Craig E. Robertson Children's Irrevocable Trust and the Edwin G. Robertson Children's Irrevocable Trust in connection with a distribution of Robertson Holding’s assets to its limited partners, with no purchase price paid for these transfers. The filing also shows direct and indirect holdings, including shares held by a child and an award of restricted stock units that vest at the issuer’s 2026 annual shareholder meeting, and notes that Robertson disclaims beneficial ownership of the trust and partnership shares except for any pecuniary interest.
Commercial Bancgroup, Inc. Executive Chairperson John Adam Robertson reported a series of internal equity restructurings involving shares of Common Stock held through affiliated entities. The filing reflects transfers coded as “J” (other acquisition or disposition) with no purchase price and no open‑market trading.
Footnotes explain that shares were moved from Robertson Holding Company, L.P. to the Edwin G. Robertson Children’s Irrevocable Trust and another family trust as part of a distribution of Robertson Holding’s assets to its limited partners, with no specific price paid for the transfers. Robertson is one of two general partners of Robertson Holding and sole trustee of the children’s trust, but disclaims beneficial ownership of those indirect holdings except to the extent of any pecuniary interest.
After these changes, holdings shown include 45,800.5 shares held directly and 3,750 shares held indirectly through a spouse, along with indirect positions held through the family limited partnership and trust structures.
Commercial Bancgroup, Inc. received an updated Schedule 13D from Robertson family entities reflecting internal transfers of common stock. Between March 3 and March 6, 2026, Robertson Holding Company, L.P. distributed 1,112,931 shares to the Edwin G. Robertson Children’s Irrevocable Trust and 1,091,460.5 shares to the Craig E. Robertson Children’s Irrevocable Trust as part of an asset distribution, with no purchase price paid for these transfers.
As a result, Robertson Holding Company, L.P. now reports beneficial ownership of 0 shares, representing 0% of the common stock and ceases to be a more-than-5% owner as of March 5, 2026. After the transfers, John Adam Robertson reports beneficial ownership of 1,162,481.5 shares, or 8.5% of the outstanding common stock, including shares held directly, jointly with his spouse, by his spouse, and by the EGR Trust. Aaron A. Robertson reports beneficial ownership of 1,105,117 shares, or 8.1% of the outstanding common stock, including shares held directly, by a minor child, and by the CER Trust. The filing notes that the total shares outstanding were 13,697,986.5 as of March 24, 2026, and that John Adam Robertson also purchased 266 shares on January 30, 2026 at $26.20 per share.
Commercial Bancgroup, Inc. reported solid first quarter 2026 results while initiating capital returns to shareholders. Net income was $9.5 million, or $0.70 per diluted share, compared with $8.7 million, or $0.72 per share, a year earlier. Core net income rose to $10.0 million, or $0.73 per share.
Total assets were $2.3 billion. Total net loans reached $1.9 billion, up 5.4% from March 31, 2025, while total deposits were $1.9 billion, reflecting a $103.8 million reduction in brokered deposits to $41.5 million and higher non-brokered balances. Net interest margin was 3.88%, up from 3.63% a year earlier, with a return on average assets of 1.66% and return on average equity of 13.22%.
Asset quality remained strong, with nonperforming assets at 0.28% of total assets, an allowance for credit losses of 0.97% of loans, and net charge-offs of 0.01% of average loans. Regulatory capital was robust, including a total risk-based capital ratio of 15.68%, common equity Tier 1 ratio of 14.73%, and tangible common equity to tangible assets of 12.18%.
The board declared a quarterly cash dividend of $0.10 per share, payable on June 30, 2026 to shareholders of record on June 15, 2026, and authorized a new stock repurchase program for up to $10 million of common stock through April 30, 2027. At the 2026 annual meeting, shareholders elected three directors to new terms and ratified the appointment of Mauldin & Jenkins, LLC as independent auditor.
Commercial Bancgroup, Inc. is asking shareholders to vote at its 2026 Annual Meeting on April 27, 2026 on two key items: electing three Class I directors to terms ending in 2029 and ratifying Mauldin & Jenkins, LLC as independent auditor for 2026.
The proxy highlights a strong 2025, including record net income of $37.2 million, basic earnings per share of $2.95, return on average assets of 1.61%, return on average equity of 15.60%, and an efficiency ratio of 47.0%. Loans reached $1.9 billion with nonperforming assets at 0.28% of total assets and net charge-offs at 0.03% of total loans, reflecting solid asset quality.
The filing also outlines board structure, committee independence, ownership data showing directors and executives collectively holding 36.2% of shares, new post-IPO employment agreements, stock ownership guidelines, and the company’s clawback and insider trading policies that are intended to align leadership incentives with long-term shareholder interests.
Commercial Bancgroup, Inc. director Charles L. Yates reported estate-related transfers of Common Stock previously held indirectly through PCS Investments II LLC and the Peggy C. Smith Revocable Trust. These transactions, coded as will or inheritance events, did not involve any open-market buying or selling.
After these changes, Yates is shown with direct ownership of 79,284.5 Common Stock shares, including 469 restricted stock units granted under the 2025 Omnibus Incentive Plan that vest in full at the 2026 annual meeting of shareholders. A footnote also notes his beneficial ownership had previously been understated by 1.25 shares.