0000898432-26-000286.txt : 20260427 0000898432-26-000286.hdr.sgml : 20260427 20260427163722 ACCESSION NUMBER: 0000898432-26-000286 CONFORMED SUBMISSION TYPE: SCHEDULE 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20260427 DATE AS OF CHANGE: 20260427 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Commercial Bancgroup, Inc. CENTRAL INDEX KEY: 0001981546 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] ORGANIZATION NAME: 02 Finance EIN: 621039469 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-95259 FILM NUMBER: 26901586 BUSINESS ADDRESS: STREET 1: 6710 CUMBERLAND GAP PARKWAY CITY: HARROGATE STATE: TN ZIP: 37752 BUSINESS PHONE: 423-869-5151 MAIL ADDRESS: STREET 1: 6710 CUMBERLAND GAP PARKWAY CITY: HARROGATE STATE: TN ZIP: 37752 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Robertson Holding Company, L.P. CENTRAL INDEX KEY: 0002088269 ORGANIZATION NAME: EIN: 000000000 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D BUSINESS ADDRESS: STREET 1: C/O COMMERCIAL BANCGROUP, INC. STREET 2: 6710 CUMBERLAND GAP PARKWAY CITY: HARROGATE STATE: TN ZIP: 37752 BUSINESS PHONE: 423-869-5151 MAIL ADDRESS: STREET 1: C/O COMMERCIAL BANCGROUP, INC. STREET 2: 6710 CUMBERLAND GAP PARKWAY CITY: HARROGATE STATE: TN ZIP: 37752 SCHEDULE 13D 1 primary_doc.xml X0202 SCHEDULE 13D 0002088269 XXXXXXXX LIVE Common Stock, par value $0.01 per share 03/03/2026 false 0001981546 20112C106 Commercial Bancgroup, Inc.
6710 Cumberland Gap Parkway Harrogate TN 37752
Robertson Holding Company, L.P (423) 869-5151 c/o Commercial Bancgroup, Inc. 6710 Cumberland Gap Parkway Harrogate TN 37752 0002088269 Robertson Holding Company, L.P. OO TN 0 0 0 0 0 N 0 PN Y John Adam Robertson PF OO X1 1132072 30409.5 1132072 30409.5 1162481.5 N 8.5 IN 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")). Y Aaron A. Robertson PF OO X1 1105117 0 1105117 0 1105117 N 8.1 IN 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). Y Craig E. Robertson Children's Irrevocable Trust OO TN 0 1091460.5 0 1091460.5 1091460.5 N 8 OO 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). Y Edwin G. Robertson Children's Irrevocable Trust OO TN 0 1112931 0 1112931 1112931 N 8.1 OO 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). Common Stock, par value $0.01 per share Commercial Bancgroup, Inc. 6710 Cumberland Gap Parkway Harrogate TN 37752 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. 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"). The business address of each of the Reporting Persons is c/o Commercial Bancgroup, Inc., 6710 Cumberland Gap Parkway, Harrogate, Tennessee 37752. 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. 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). 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. 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. 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. 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. 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. 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. 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. 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. As of March 5, 2026, RHC ceased to be the beneficial owner of more than five percent of the outstanding shares of Comon Stock. The information contained in Items 2(C), 3, and 4 of this Amendment are incorporated into this Item 6 by reference. Exhibit A -- Joint Filing Agreement, dated April 27, 2026. Robertson Holding Company, L.P. /s/ John Adam Robertson John Adam Robertson, General Partner 04/27/2026 /s/ Aaron A. Robertson Aaron A. Robertson, General Partner 04/27/2026 John Adam Robertson /s/ John Adam Robertson John Adam Robertson 04/27/2026 Aaron A. Robertson /s/ Aaron A. Robertson Aaron A. Robertson 04/27/2026 Craig E. Robertson Children's Irrevocable Trust /s/ Aaron A. Robertson Aaron A. Robertson, Sole Trustee 04/27/2026 Edwin G. Robertson Children's Irrevocable Trust /s/ John Adam Robertson John Adam Robertson, Sole Trustee 04/27/2026 EX-99.A 2 exh99-a.htm JOINT FILING AGREEMENT

EXHIBIT A


JOINT FILING AGREEMENT
April 27, 2026
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Amendment No.1 to Schedule 13D to which this Joint Filing Agreement is attached and have duly executed this Joint Filing Agreement as of the date set forth above.

 
 ROBERTSON HOLDING COMPANY, L.P.
 
 
 
/s/ John Adam Robertson
 
Name:  John Adam Robertson
 
Title:    General Partner
 
 
 
 /s/ Aaron A. Robertson
 
Name:  Aaron A. Robertson
 
Title:    General Partner
 
 
   
 
 JOHN ADAM ROBERTSON
   
 
/s/ John Adam Robertson
  John Adam Robertson
   
   
  AARON A. ROBERTSON
   
 
/s/ Aaron A. Robertson
  Aaron A. Robertson
   
   
  EDWIN G. ROBERTSON CHILDREN’S IRREVOCABLE TRUST
   
  /s/ John Adam Robertson
  Edwin G. Robertson Children’s Irrevocable Trust
 
Title:    Sole Trustee
   
   
  CRAIG E. ROBERTSON CHILDREN’S IRREVOCABLE TRUST
   
  /s/ Aaron A. Robertson
  Craig E. Robertson Children’s Irrevocable Trust
 
Title:    Sole Trustee