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) |
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).
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)
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: |
| ||||||||
| 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 No. | 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: |
| ||||||||
| 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 No. | 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: |
| ||||||||
| 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 No. | 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: |
| ||||||||
| 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 No. | 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: |
| ||||||||
| 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.
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