Robertson family restructures Commercial Bancgroup (CBK) ownership stakes

Rhea-AI Filing Summary

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.

Key Figures

J. Robertson beneficial ownership: 1,162,481.5 shares (8.5%) A. Robertson beneficial ownership: 1,105,117.00 shares (8.1%) EGR Trust holdings: 1,112,931.00 shares (8.1%) +5 more

8 metrics

J. Robertson beneficial ownership 1,162,481.5 shares (8.5%) Commercial Bancgroup common stock as of March 24, 2026 baseline

A. Robertson beneficial ownership 1,105,117.00 shares (8.1%) Commercial Bancgroup common stock as of March 24, 2026 baseline

EGR Trust holdings 1,112,931.00 shares (8.1%) Commercial Bancgroup common stock, beneficial ownership percentage based on 13,697,986.5 shares

CER Trust holdings 1,091,460.5 shares (8%) Commercial Bancgroup common stock, beneficial ownership percentage based on 13,697,986.5 shares

Shares outstanding 13,697,986.5 shares Commercial Bancgroup common stock outstanding as of March 24, 2026

RHC transferred to EGR Trust 1,112,931 shares Common stock distributed between March 3 and March 6, 2026

RHC transferred to CER Trust 1,091,460.5 shares Common stock distributed between March 3 and March 6, 2026

J. Robertson open-market purchase 266 shares at $26.20/share Commercial Bancgroup common stock bought on January 30, 2026

Key Terms

beneficially owned, sole voting power, sole dispositive power, estate planning trust, +2 more

6 terms

beneficially owned financial

"11Aggregate amount beneficially owned by each reporting person 1,162,481.50"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 1,132,072.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 9 | Sole Dispositive Power 1,132,072.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

estate planning trust financial

"The CER Trust is an estate planning trust established under the laws of the State of Tennessee."

Schedule 13D regulatory

"This Amendment amends and supplements certain information in the filed with the SEC on October 8, 2025 (the "Original 13D")"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Joint Filing Agreement regulatory

"Exhibit A -- Joint Filing Agreement, dated April 27, 2026."

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Commercial Bancgroup, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

20112C106

(CUSIP Number)

Robertson Holding Company, L.P
c/o Commercial Bancgroup, Inc., 6710 Cumberland Gap Parkway
Harrogate, TN, 37752
(423) 869-5151

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/03/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 20112C106

1

Name of reporting person

Robertson Holding Company, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TENNESSEE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 20112C106

1

Name of reporting person

John Adam Robertson

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,132,072.00
8	Shared Voting Power 30,409.50
9	Sole Dispositive Power 1,132,072.00
10	Shared Dispositive Power 30,409.50

11

Aggregate amount beneficially owned by each reporting person

1,162,481.50

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Rows 8 and 10: Includes (i) 26,659.5 shares of common stock, par value $0.01 per share ("Common Stock"), of Commercial Bancgroup, Inc. (the "Issuer") held by John Adam Robertson ("J. Robertson") jointly with his spouse, and (ii) 3,750 shares of Common Stock held directly by J. Robertson's spouse. Note to Rows 7 and 9: These shares of Common Stock include 19,141 shares held directly by J. Robertson and 1,112,931 shares held by the Edwin G. Robertson Children's Irrevocable Trust (the "EGR Trust"). J. Robertson is the sole trustee of the EGR Trust. J. Robertson disclaims beneficial ownership of the securities held by the EGR Trust except to the extent of his pecuniary interest therein, if any. Note to Row 13: The percentages reported in this Amendment No. 1 to Schedule 13D (this "Amendment") are based upon 13,697,986.5 shares of Common Stock outstanding as of March 24, 2026 (according to the Issuer's Annual Report on Form 10-K as filed with the U.S. Securities and Exchange Commission (the "SEC") on March 24, 2026 (the "Form 10-K")).

SCHEDULE 13D

CUSIP Number(s): 20112C106

1

Name of reporting person

Aaron A. Robertson

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,105,117.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,105,117.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,105,117.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Rows 7 and 9: Includes (i) 11,156.5 shares of Common Stock held directly by Aaron A. Robertson ("A. Robertson"), (ii) 2,500 shares of Common Stock held directly by a minor child of A. Robertson, and (iii) 1,091,460.5 shares of Common Stock held by the Craig E. Robertson Children's Irrevocable Trust (the "CER Trust"). A. Robertson is the sole trustee of the CER Trust. A. Robertson disclaims beneficial ownership of the securities held by the CER Trust except to the extent of his pecuniary interest therein, if any. Note to Row 13: The percentages reported in this Amendment are based upon 13,697,986.5 shares of Common Stock outstanding as of March 24, 2026 (according to the Form 10-K).

SCHEDULE 13D

CUSIP Number(s): 20112C106

1

Name of reporting person

Craig E. Robertson Children's Irrevocable Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TENNESSEE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,091,460.50
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,091,460.50

11

Aggregate amount beneficially owned by each reporting person

1,091,460.50

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Row 13: The percentages reported in this Amendment are based upon 13,697,986.5 shares of Common Stock outstanding as of March 24, 2026 (according to the Form 10-K).

SCHEDULE 13D

CUSIP Number(s): 20112C106

1

Name of reporting person

Edwin G. Robertson Children's Irrevocable Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TENNESSEE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,112,931.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,112,931.00

11

Aggregate amount beneficially owned by each reporting person

1,112,931.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note to Row 13: The percentages reported in this Amendment are based upon 13,697,986.5 shares of Common Stock outstanding as of March 24, 2026 (according to the Form 10-K).

SCHEDULE 13D

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.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Robertson Holding Company, L.P.

Signature:	/s/ John Adam Robertson
Name/Title:	John Adam Robertson, General Partner
Date:	04/27/2026

Signature:	/s/ Aaron A. Robertson
Name/Title:	Aaron A. Robertson, General Partner
Date:	04/27/2026

John Adam Robertson

Signature:	/s/ John Adam Robertson
Name/Title:	John Adam Robertson
Date:	04/27/2026

Aaron A. Robertson

Signature:	/s/ Aaron A. Robertson
Name/Title:	Aaron A. Robertson
Date:	04/27/2026

Craig E. Robertson Children's Irrevocable Trust

Signature:	/s/ Aaron A. Robertson
Name/Title:	Aaron A. Robertson, Sole Trustee
Date:	04/27/2026

Edwin G. Robertson Children's Irrevocable Trust

Signature:	/s/ John Adam Robertson
Name/Title:	John Adam Robertson, Sole Trustee
Date:	04/27/2026

FAQ

How much of Commercial Bancgroup (CBK) stock does John Adam Robertson now beneficially own?

John Adam Robertson beneficially owns 1,162,481.5 shares of Commercial Bancgroup common stock, equal to 8.5% of shares outstanding. This total includes shares held directly, jointly with his spouse, by his spouse, and by the Edwin G. Robertson Children’s Irrevocable Trust.

What is Aaron A. Robertson’s ownership stake in Commercial Bancgroup (CBK)?

Aaron A. Robertson beneficially owns 1,105,117 shares of Commercial Bancgroup common stock, representing 8.1% of the outstanding class. His stake includes shares held directly, by a minor child, and by the Craig E. Robertson Children’s Irrevocable Trust, where he serves as sole trustee.

Why did Robertson Holding Company, L.P. cease to be a 5% owner of Commercial Bancgroup (CBK)?

Robertson Holding Company, L.P. ceased being a more-than-5% owner after distributing its Commercial Bancgroup shares to limited partners. It transferred 1,112,931 shares to the EGR Trust and 1,091,460.5 shares to the CER Trust, reducing its beneficial ownership to 0 shares, or 0%.

How many Commercial Bancgroup (CBK) shares were outstanding for the reported ownership percentages?

The ownership percentages in this Schedule 13D amendment are based on 13,697,986.5 Commercial Bancgroup common shares outstanding as of March 24, 2026. That figure comes from the company’s Annual Report on Form 10-K filed with the SEC on the same date.

What transfers of Commercial Bancgroup (CBK) shares occurred between March 3 and March 6, 2026?

Between March 3 and March 6, 2026, Robertson Holding Company, L.P. transferred 1,112,931 Commercial Bancgroup shares to the EGR Trust and 1,091,460.5 shares to the CER Trust. These movements occurred as part of an asset distribution, with no specific purchase price paid.

Did any Commercial Bancgroup (CBK) insider purchase shares for cash in early 2026?

Yes. The filing states that John Adam Robertson purchased 266 Commercial Bancgroup common shares on January 30, 2026 at a price of $26.20 per share. Aside from this purchase, reported recent changes mainly reflect internal transfers among Robertson-related entities and trusts.