| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Commercial Bancgroup, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
6710 Cumberland Gap Parkway, Harrogate,
TENNESSEE
, 37752. |
Item 1 Comment:
This Amendment amends and supplements certain information in the Schedule 13D filed with the SEC on October 8, 2025 (the "Original 13D") by Robertson Holding Company, L.P., a Tennessee limited partnership ("RHC"), J. Robertson, and A. Robertson. As of March 5, 2026, RHC ceased to be the beneficial owner of more than five percent of the outstanding shares of Comon Stock and is no longer a Reporting Person (as defined below) after the filing of this Amendment.
Except as set forth below, all Items of the Original 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Original Schedule 13D. |
| Item 2. | Identity and Background |
|
| (a) | This Amendment is being jointly filed by RHC, J. Robertson, A. Robertson, the CER Trust, and the EGR Trust (each a "Reporting Person" and collectively, the "Reporting Persons"). |
| (b) | The business address of each of the Reporting Persons is c/o Commercial Bancgroup, Inc., 6710 Cumberland Gap Parkway, Harrogate, Tennessee 37752. |
| (c) | J. Robertson and A. Robertson currently serve on the Issuer's board of directors.
The CER Trust is an estate planning trust established under the laws of the State of Tennessee. A. Robertson serves as the sole trustee of the CER Trust and has sole voting power and sole dispositive power over the shares of Common Stock held by the CER Trust.
The EGR Trust is an estate planning trust established under the laws of the State of Tennessee. J. Robertson serves as the sole trustee of the EGR Trust and has sole voting power and sole dispositive power over the shares of Common Stock held by the EGR Trust. |
| (d) | None of the Reporting Persons, nor to the knowledge of the Reporting Persons none of the executive officers, directors or partners of the Reporting Persons, if applicable, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Reporting Persons, nor to the knowledge of the Reporting Persons, none of the executive officers, directors or partners of the Reporting Persons, if applicable, was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Each of RHC, the CER Trust and the EGR Trust is organized or formed under the laws of the State of Tennessee, and each of J. Robertson and A. Robertson is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Each of the CER Trust and EGR Trust is an estate planning trust established under the laws of the State of Tennessee. The source of the funds for each of J. Robertson and A. Robertson is personal funds and equity grants from the Issuer based on their service to the Issuer. |
| Item 4. | Purpose of Transaction |
| | Between March 3, 2026 and March 6, 2026, shares of Common Stock were transferred from RHC to the CER Trust and EGR Trust, respectively, in connection with the distribution of the assets of RHC to its limited partners. No purchase price was paid specifically for the transfer of such shares of Common Stock to the EGR Trust and CER Trust. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See rows (11) and (13) of the cover pages to this Amendment for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by the Reporting Persons. |
| (b) | See rows (7) through (10) of the cover pages to this Amendment for the number of shares of Common Stock as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | J. Robertson purchased 266 shares of Common Stock on January 30, 2026, at a price of $26.20 per share.
Except as reported herein, the Reporting Persons have not effected any transactions in the Common Stock during the 60 days preceding the date of this Amendment, other than the transfer by RHC to the EGR Trust and the CER Trust of 1,112,931 shares and 1,091,460.5 shares, respectively, of Common Stock. No purchase price was paid specifically for the transfer of such shares of Common Stock to the EGR Trust and CER Trust. |
| (d) | Except as otherwise described herein, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock of the Issuer reported by this Amendment. |
| (e) | As of March 5, 2026, RHC ceased to be the beneficial owner of more than five percent of the outstanding shares of Comon Stock. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information contained in Items 2(C), 3, and 4 of this Amendment are incorporated into this Item 6 by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit A -- Joint Filing Agreement, dated April 27, 2026. |
