Commercial Bancgroup, Inc.·4

Apr 27, 4:50 PM ET

Robertson Aaron A. 4

4 · Commercial Bancgroup, Inc. · Filed Apr 27, 2026

Research Summary

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Commercial Bancgroup (CBK) Director Robertson Transfers Shares

What Happened

  • Aaron A. Robertson, a director of Commercial Bancgroup, reported a series of "other" acquisitions/dispositions (Form 4 code J) on March 3–6, 2026. The filings show multiple transfers at $0.00 involving large blocks of shares (examples: 556,466; 556,465; 545,730; 545,730.5), reflecting disposals and acquisitions between related parties rather than open‑market sales or purchases.
  • These transfers appear to be internal redistributions of Robertson Holding Company, L.P. assets to family trusts (see footnote F3). No cash consideration was paid for the transfers; reported dollar amounts are $0.

Key Details

  • Transaction dates and reported amounts:
    • 2026-03-03: Disposed 556,466 shares @ $0.00
    • 2026-03-04: Disposed 556,465 shares @ $0.00
    • 2026-03-05: Disposed 545,730 shares @ $0.00; Acquired 545,730 shares @ $0.00
    • 2026-03-06: Disposed 545,730.5 shares @ $0.00; Acquired 545,730.5 shares @ $0.00
  • Filing date: 2026-04-27; Period of report begins 2026-03-03. This Form 4 was filed well after the reported March transactions (i.e., not within the typical 2-business-day window) — reduces timeliness of disclosure.
  • Shares owned after transaction: Not specified in the supplied summary.
  • Notable footnotes:
    • F1: Robertson is a general partner of Robertson Holding and disclaims beneficial ownership of shares held by Robertson Holding except to the extent of a pecuniary interest.
    • F2: Robertson is sole trustee of the Craig E. Robertson Children's Irrevocable Trust (CER Trust) and disclaims beneficial ownership of the trust’s securities except to the extent of a pecuniary interest.
    • F3: Transfers reflect distribution of Robertson Holding assets to the CER Trust and the Edwin G. Robertson Children's Irrevocable Trust; no purchase price for the transfers.
    • F4: Reporting also references RSUs granted under the 2025 Omnibus Incentive Plan (each RSU converts to one share and vests 100% at the issuer’s 2026 annual meeting).

Context

  • These were internal transfers among related entities and family trusts (zero‑dollar transfers), not open‑market buys or cash sales. Such transfers (gifts/distributions) are administrative/legal in nature and do not necessarily signal the director’s trading view of the company.
  • Robertson disclaims beneficial ownership of many of the shares held by Robertson Holding and the trusts except for any pecuniary interest, which is important for understanding that reported transfers reflect entity/estate structuring rather than straightforward personal trading.

Insider Transaction Report

Form 4
Period: 2026-03-03
Transactions
  • Other

    Common Stock

    [F3][F1]
    2026-03-03556,4661,647,925.5 total(indirect: By Robertson Holding Company, L.P.)
  • Other

    Common Stock

    [F3][F1]
    2026-03-04556,4651,091,460.5 total(indirect: By Robertson Holding Company, L.P.)
  • Other

    Common Stock

    [F3][F1]
    2026-03-05545,730545,730.5 total(indirect: By Robertson Holding Company, L.P.)
  • Other

    Common Stock

    [F3][F2]
    2026-03-05+545,730545,730 total(indirect: By Trust)
  • Other

    Common Stock

    [F3][F1]
    2026-03-06545,730.50 total(indirect: By Robertson Holding Company, L.P.)
  • Other

    Common Stock

    [F3][F2]
    2026-03-06+545,730.51,091,460.5 total(indirect: By Trust)
Holdings
  • Common Stock

    [F4]
    11,156.5
  • Common Stock

    (indirect: By Children)
    2,500
Footnotes (4)
  • [F1]The reporting person is one of the two general partners of Robertson Holding Company, L.P. ("Robertson Holding"). The reporting person disclaims any beneficial ownership of the shares of common stock, par value $0.01 per share ("Common Stock"), of Commercial Bancgroup, Inc. (the "Issuer") held by Robertson Holding, except to the extent of his pecuniary interest therein, if any.
  • [F2]The reporting person is the sole trustee of the Craig E. Robertson Children's Irrevocable Trust (the "CER Trust"), and the reporting person and members of his immediate family are the sole beneficiaries of the CER Trust. The reporting person disclaims beneficial ownership of the securities held by the CER Trust except to the extent of his pecuniary interest therein, if any.
  • [F3]Transfer of shares of Common Stock from Robertson Holding to 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.
  • [F4]Includes 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 Common Stock. The RSUs vest 100% on the date of the Issuer's 2026 annual meeting of shareholders.
Signature
/s/ Philip J. Metheny, attorney-in-fact|2026-04-27

Documents

1 file
  • 4
    form4.xmlPrimary