Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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) |
10/01/2025 (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).
SCHEDULE 13D
|
| CUSIP No. | 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)
WC | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,204,391.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to Row 13: The percentages reported in this Schedule 13D are based upon 13,697,986.5 shares of common stock, par value $0.01 per share ("Common Stock") of Commercial Bancgroup, Inc. (the "Issuer") anticipated to be outstanding as of October 3, 2025 (according to the Issuer's Form 424B4 final prospectus as filed with the U.S. Securities and Exchange Commission (the "SEC") on October 2, 2025).
SCHEDULE 13D
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| CUSIP No. | 20112C106 |
| 1 |
Name of reporting person
Robertson John Adam | ||||||||
| 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)
AF, 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,253,675.50 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.5 % | ||||||||
| 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 held by John Adam Robertson jointly with his spouse, (ii) 3,750 shares of Common Stock held directly by John Adam Robertson's spouse, and (iii) 2,204,391 shares of Common Stock held directly by Robertson Holding Company, L.P. ("RHC"). Due to John Adam Robertson's position as one of the two general partners of RHC, John Adam Robertson may be deemed to beneficially own the shares of Common Stock held directly by RHC. John Adam Robertson disclaims any beneficial ownership of the shares of Common Stock held directly by RHC except to the extent of his pecuniary interest therein, if any. Note to Row 13: The percentages reported in this Schedule 13D are based upon 13,697,986.5 shares of Common Stock anticipated to be outstanding as of October 3, 2025 (according to the Issuer's Form 424B4 final prospectus as filed with the SEC on October 2, 2025).
SCHEDULE 13D
|
| CUSIP No. | 20112C106 |
| 1 |
Name of reporting person
Robertson Aaron A. | ||||||||
| 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)
AF, 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,217,578.50 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Rows 7 and 9: Includes (i) 10,687.5 shares of Common Stock held directly by Aaron A. Robertson and (ii) 2,500 shares of Common Stock held directly by a minor child of Aaron A. Robertson. Note to Rows 8 and 10: Represents 2,204,391 shares of Common Stock held directly by RHC. Due to Aaron A. Robertson's position as one of the two general partners of RHC, Aaron A. Robertson may be deemed to beneficially own the shares of Common Stock held directly by RHC. Aaron A. Robertson disclaims any beneficial ownership of the shares of Common Stock held directly by RHC except to the extent of his pecuniary interest therein, if any. Note to Row 13: The percentages reported in this Schedule 13D are based upon 13,697,986.5 shares of Common Stock anticipated to be outstanding as of October 3, 2025 (according to the Issuer's Form 424B4 final prospectus as filed with the SEC on October 2, 2025).
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 2. | Identity and Background |
| (a) | This Schedule 13D is being jointly filed by Robertson Holding Company, L.P., a Tennessee limited partnership ("RHC"), John Adam Robertson ("J. Robertson") and Aaron A. Robertson ("A. Robertson" and, together with RHC and J. Robertson, 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 present principal business of RHC is that of a private investment entity, engaged in the purchase and sale of securities for investment for its own account. As co-general partners of RHC, J. Robertson and A. Robertson direct the voting and investment activities of RHC. |
| (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) | RHC is organized under the laws 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 |
RHC is engaged in the purchase and sale of securities for investment on its own account. The source of funds for RHC is the investment capital of RHC. 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 |
The shares of Common Stock beneficially owned by Reporting Persons were acquired prior to closing of the initial public offering of securities of the Issuer which closed on October 3, 2025 (the "IPO"). Except as described herein, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons reserve the right to formulate, in the future, plans or proposals which may relate to or result in the transactions described in subparagraphs (a) through (j) of this Item 4. The shares of Common Stock beneficially owned by the Reporting Persons are held for general investment purposes. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional shares of Common Stock or other securities of the Issuer, dispose of some or all of the shares of Common Stock or other securities of the Issuer that they may own from time to time, in each case in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions. In connection with the IPO, the directors and officers of the Issuer and certain of the other security holders of the Issuer, including the Reporting Persons, entered into lock-up agreements ("Lock-Up Agreements"), pursuant to which they agreed, subject to certain exceptions, not to offer, sell or otherwise transfer their shares of Common Stock, for a period of 180 days following the completion of the IPO in the case of the Issuer's executive officers and directors (which includes J. Robertson and A. Robertson), and for a period of 24 months following the completion of the IPO for other holders of Common Stock (which includes RHC). The foregoing description of the Lock-Up Agreements is a summary only and is qualified by reference to the full text of the form of Lock-Up Agreement, a copy of which is filed as Exhibit B hereto. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D 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 Schedule 13D 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) | The Reporting Persons have not effected any transactions in the Common Stock during the 60 days preceding the date of this Schedule 13D other than the sale of 2,898,796 shares of Common Stock by RHC and 59,878 shares of Common Stock by J. Robertson in connection with the IPO on October 3, 2025. |
| (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 Schedule 13D. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information contained in Items 3 and 4 of this Schedule 13D are incorporated into this Item 6 by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A -- Joint Filing Agreement, dated October 8, 2025. Exhibit B -- Form of Lock-Up Agreement. |
| 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.
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