コマーシャルバンクグループの適時開示・決算・総会結果・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 27, 2026

Commercial Bancgroup, Inc.

(Exact name of registrant as specified in its charter)

Tennessee		001-42889		62-1039469
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6710 Cumberland Gap Parkway

Harrogate, Tennessee 37752

(Address of principal executive offices) (Zip code)

(423) 869-5151

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17-CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17-CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 par value per share		CBK		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On April 27, 2026, Commercial Bancgroup, Inc., a Tennessee corporation (the “Company”), issued a press release announcing its financial results for the three months ended March 31, 2026 (the “Earnings Release”). A copy of the Earnings Release is included as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference.

In conjunction with the Earnings Release, the Company also made available an investor presentation containing financial results for the three months ended March 31, 2026 (the “Presentation”). The Presentation, which is available under the “Investors” section of the Company’s website, located at https://www.cbtn.com, is included as Exhibit 99.2 to this Report and is incorporated herein by reference. Information on the Company’s website is not, and will not be deemed to be, a part of this Report or incorporated into any other filings the Company may make with the U.S. Securities and Exchange Commission (the “SEC”).

The information contained in this Item 2.02, including the accompanying exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 27, 2026, the Company held its 2026 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, Sam A. Mars III, Aaron A. Robertson, and Martha S. Spurlock were elected to serve on the Board of Directors of the Company (the “Board”) as Class I directors until the 2029 annual meeting of the Company’s shareholders and thereafter until the election and qualification of their successors or a decrease in the number of directors. In addition, at the Annual Meeting, the Company’s shareholders ratified the appointment of Mauldin & Jenkins, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The final voting results for each proposal put to a shareholder vote at the Annual Meeting, all of which proposals were described in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on March 31, 2026, are set forth below.

Proposal 1:

Election of Directors: Shareholders voted to elect three Class I directors to serve on the Board until the 2029 annual meeting of the Company’s shareholders and thereafter until the election and qualification of their successors or a decrease in the number of directors.

Nominee	For	Withhold	Broker Non-Votes
Sam A. Mars III	8,889,414	2,285,137	833,026
Aaron A. Robertson	10,734,738	439,813	833,026
Martha S. Spurlock	9,610,043	1,564,508	833,026

Proposal 2:

Ratification of the appointment of Mauldin & Jenkins, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

For		Against		Abstentions
11,977,716		29,828		33

Item 7.01 Regulation FD Disclosure.

On April 27, 2026, the Board declared a quarterly cash dividend of $0.10 per share of the Company’s common stock (the “Dividend”) payable on June 30, 2026, to shareholders of record as of the close of business on June 15, 2026.

On April 27, 2026, the Board also authorized a stock repurchase plan (the “2026 Repurchase Program”) pursuant to which the Company may repurchase, from time to time, up to an aggregate of $10 million of its outstanding common stock. The 2026 Repurchase Program will expire on April 30, 2027, unless extended by the Board.

Repurchases under the 2026 Repurchase Program may be effected from time to time in the open market, in privately negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Exchange Act, in each case subject to applicable regulatory requirements and other factors that may be considered by the Company in its sole discretion. Repurchases may also be made pursuant to a trading plan under Rule 10b5-1 of the Exchange Act, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions. The exact number of shares of common stock repurchased, the timing of such repurchases, and the price and terms at and on which such repurchases are to be made will be at the discretion of the Company and will comply with all applicable regulatory limitations.

The Company’s press release announcing the Dividend and the 2026 Repurchase Program is attached as Exhibit 99.3 to this Report and is incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.3 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
99.1		Earnings release of Commercial Bancgroup, Inc., dated April 27, 2026.
99.2		Investor Presentation of Commercial Bancgroup, Inc., dated April 27, 2026.
99.3		Press release of Commercial Bancgroup, Inc., dated April 27, 2026, announcing the declaration of a quarterly cash dividend and a stock repurchase plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COMMERCIAL BANCGROUP, INC.

Date: April 27, 2026	By:	/s/ Terry L. Lee
		Terry L. Lee
		President and Chief Executive Officer

EX-99.1 2 ea028776001ex99-1.htm EARNINGS RELEASE OF COMMERCIAL BANCGROUP, INC., DATED APRIL 27, 2026

Exhibit 99.1

Commercial Bancgroup, Inc. Announces Results for the First Quarter 2026

HARROGATE, TN –April 27, 2026 – Commercial Bancgroup, Inc. (“Commercial” or the “Company”) (Nasdaq: CBK), the parent company of Commercial Bank (the “Bank”), today announced net income of $9.5 million, or $0.70 per common share, for the first quarter of 2026, compared to net income of $8.7 million, or $0.72 per common share, for the first quarter of 2025. Core (net of any one-time adjustments) net income was 10.0 million, or $0.73 per common share, for the first quarter of 2026, compared to core net income of $8.7 million, or $0.72 per common share, for the first quarter of 2025.

Prior to Commercial’s initial public offering (“IPO”) of it’s common stock in October 2025, Commercial had three classes of common stock outstanding: common stock, Class B common stock, and Class C common stock. On September 18, 2025, Commercial’s charter was amended and restated. The Company’s amended and restated charter provided for, among other things:

	●	effective upon the filing of the amended and restated charter, the reclassification and conversion of (i) each outstanding share of Class B common stock into 1.15 shares of common stock and (ii) each outstanding share of Class C common stock into 1.05 shares of common stock (collectively, the “Stock Reclassification”); and

●

effective immediately following the Stock Reclassification, a 250-for-1 forward stock split in respect of the outstanding shares of our common stock (the “Stock Split”).

Our financial statements, including earnings per share and book value per share, reflect the stock Reclassification and Stock Split retroactively. Because the IPO occurred after September 30, 2025, the financial impacts of the IPO are reflected for the fourth quarter of 2025 in the financial statements presented in this press release.

First Quarter 2026 Performance Highlights:

●

Net income of $9.5 million or $0.70 per common share; Core net income of $10.0 million or $0.73 per common share (see non-GAAP reconciliation)

●

Return on average assets (“ROAA”) of 1.66%; Core return on average assets of 1.74% share (see non-GAAP reconciliation)

●

Return on average equity (“ROAE”) of 13.22%; Core return on average equity of 13.87% share (see non-GAAP reconciliation)

●

Return on average tangible common equity (“ROATCE”) of 13.76%; Core return on average tangible common equity of 14.44% (see non-GAAP reconciliation)

●

Net interest margin of 3.88%, a decrease of 13 basis points from the fourth quarter of 2025

●

Core efficiency ratio of 45.45% share (see non-GAAP reconciliation)

●

Total loans increased $18.1 million during the quarter, or 4.0% annualized, from the fourth quarter of 2025

●

Book value per share increased $0.60, or 11.5% annualized, to $21.43 and tangible book value per share increased $0.62, or 12.4% annualized, to $20.60 at March 31, 2026 from the $20.83 and $19.98, respectively, at December 31, 2025 (see non-GAAP reconciliation)

●

Net charge-offs to average loans of 0.01% and nonperforming assets to total assets of 0.28%

●

Redeemed $6.2 million in principal amount of trust preferred securities

Year-Over-Year Highlights:

●

Net income of $9.5 million or $0.70 per share for the three months ended March 31, 2026, compared to $8.7 million or $0.72per share for the three months ended March 31, 2025.

●

Return on average assets of 1.66% for the three months ended March 31, 2026, compared to 1.52% for the three months ended March 31, 2025.

●

Return on average shareholders’ equity of 13.22% for the three months ended March 31, 2026, compared to 15.81% for the three months ended March 31, 2025.

●

Total operating revenue of $23.1 million for the three months ended March 31, 2026, compared to $21.8 million for the three months ended March 31, 2025.

●

Non-interest expense of $11.1 million for the three months ended March 31, 2026, compared to $10.6 million for the three months ended March 31, 2025.

●

Tangible book value per share of $20.60 per share as of March 31, 2026, compared to $17.45 per share as of March 31, 2025 (see non-GAAP reconciliation).

●

Core Efficiency ratio of 45.5% for the three months ended March 31, 2026, compared to 48.6% for the three months ended March 31, 2025.

●

The Federal Reserve Bank of Atlanta raised the Bank’s Community Reinvestment Act rating from Needs to Improve to Satisfactory.

Balance Sheet Trends

Total assets were $2.3 billion as of March 31, 2026, compared to $2.3 billion as of March 31, 2025.

Total net loans were $1.9 billion as of March 31, 2026, an increase of $96.8 million, or 5.4%, from March 31, 2025. While the Bank experienced various large loan payoffs from long-term borrowers selling businesses during 2025, the Bank had strong loan growth during the fourth quarter of 2025. Total net loans increased by $18.4 million or 1.0% from $1.9 billion as of December 31, 2025.

As of March 31, 2026, the Bank exceeded the minimum requirements to be well-capitalized for bank regulatory purposes, with a total risk-based capital ratio of 14.0%, a Tier 1 risk-based capital ratio of 13.0%, a common equity Tier 1 capital ratio of 13.0%, and a Tier 1 leverage ratio of 11.1%.

Total deposits were $1.9 billion as of March 31, 2026, a decrease of $10.0 million, or 0.5%, from March 31, 2025. This decrease was primarily driven by a $103.8 million reduction in brokered deposits to $41.5 million at March 31, 2026, from $145.3 million at March 31, 2025.

Noninterest bearing demand deposits decreased $16.7 million, or 4.0%, to $403.0 million as of March 31, 2026, from $419.8 million as of March 31, 2025.

Non-brokered deposits were $1.9 billion as of March 31, 2026, an increase of $93.9 million, or 5.3%, from March 31, 2025. This increase was primarily driven by normal customer business cycles.

Asset quality decreased slightly with nonperforming assets to total assets of 0.28% as of March 31, 2026 as compared to 0.24% as of March 31, 2025. The allowance for credit losses to total loans decreased slightly to 0.97% as of March 31, 2026 from 1.01% as of March 31, 2025.

Net Income Before Income Taxes

Net income before income taxes was $11.9 million for the three months ended March 31, 2026, an increase of $0.7 million, or 5.9%, from the three months ended March 31, 2025. The increase was primarily the result of an increase in net interest income after provision for credit losses of $1.0 million or 5.3% an increase in non-interest income of $0.2 million or 6.1% net of an increase of noninterest expense of $0.5 million or 4.8%.

Non-Interest Income

Non-interest income was $2.6 million for the three months ended March 31, 2026, an increase of $0.2 million, or 6.1%, as compared to the three months ended March 31, 2025. This increase was primarily due to an increase in customer service and ATM fees.

About Commercial Bancgroup, Inc.

Commercial Bancgroup, Inc. is a bank holding company headquartered in Harrogate, Tennessee. Through our wholly owned subsidiary, Commercial Bank, a Tennessee state-chartered bank, we offer a suite of traditional consumer and commercial banking products and services to businesses and individuals in select markets in Kentucky, North Carolina, and Tennessee. More information about Commercial can be found on its website at www.cbtn.com.

Commercial Bancgroup, Inc.

Financial Tables

Financial Highlights (unaudited)

Table 1A

	For the Three Months Ended										As of and for the Twelve Months Ended
(dollars in thousands except per share amounts)	March 31, 2026		December 31, 2025		September 30, 2025		June 30, 2025		March 31, 2025		December 31, 2025		December 31, 2024
Selected Operating Data:
Interest and Dividend Income	$	29,463	$	29,958	$	30,021	$	30,859	$	30,766	$	121,604	$	123,213
Interest Expense		8,985		9,148		9,799		10,800		11,426		41,173		45,629
Net Interest Income		20,478		20,810		20,222		20,059		19,340		80,431		77,584
Provision for Credit Losses		122		463		-		-		-		463		1,829
Net Interest Income After
Provision for Credit Losses		20,356		20,347		20,222		20,059		19,340		79,968		75,755
Noninterest Income		2,591		2,667		2,626		2,194		2,443		9,930		10,878
Noninterest Expense		11,087		10,623		10,552		10,725		10,581		42,480		46,061
Income Before Income Taxes		11,860		12,391		12,296		11,528		11,202		47,418		40,572
Provision for Income Taxes		2,326		2,224		2,829		2,658		2,510		10,221		8,886
Net Income		9,534		10,167		9,467		8,870		8,692		37,197		31,686
Less: Net Income Attributable to Noncontrolling Interest		-		-		-		-		-		-		276
Net Income attributable to Commercial Bancgroup, Inc.		9,534		10,167		9,467		8,870		8,692		37,197		31,410
Add: Non-recurring Expense Net of Taxes		470		-		-		-		-		231		-
Core Net Income (1)		10,004		10,167		9,467		8,870		8,692		37,428		31,410

(1)

Considered non-GAAP financial measure - See “Non-GAAP Financial Measures” and reconciliation of non-GAAP financial measures at table 10

Financial Highlights (unaudited)

	For the Three Months Ended										As of and for the Twelve Months Ended
	March 31, 2026		December 31, 2025		September 30, 2025		June 30, 2025		March 31, 2025		December 31, 2025		December 31, 2024
Share and Per Share Data:
Basic earnings per share	$	0.70	$	0.74	$	0.77	$	0.72	$	0.72	$	2.95	$	2.58
Diluted earnings per share	$	0.69	$	0.74	$	0.77	$	0.72	$	0.72	$	2.95	$	2.54
Book value per share	$	21.43	$	20.83	$	20.03	$	19.22	$	18.48	$	20.83	$	18.18
Tangible book value per share (1)	$	20.60	$	19.98	$	19.05	$	18.22	$	17.45	$	19.98	$	17.11
Shares of common stock outstanding		13,697,987		13,697,987		12,239,644		12,239,644		12,239,644		13,697,987		12,113,114
Weighted average diluted shares outstanding		13,746,198		13,704,030		12,240,568		12,239,644		12,137,013		12,611,170		12,367,248

(1)

Considered non-GAAP financial measure - See “Non-GAAP Financial Measures” and reconciliation of non-GAAP financial measures at table 10

Financial Highlights (unaudited)

	As of and for the Three Months Ended										As of and for the Twelve Months Ended
(dollars in thousands)	March 31, 2026		December 31, 2025		September 30, 2025		June 30, 2025		March 31, 2025		December 31, 2025		December 31, 2024
Selected Balance Sheet Data:
Total assets	$	2,328,789	$	2,291,455	$	2,214,408	$	2,262,511	$	2,266,878	$	2,291,455	$	2,301,211
Securities available-for-sale at fair value		42,175		43,137		29,556		30,113		48,830		43,137		47,938
Securities held-to-maturity, at carrying value, net of allowance for credit losses		96,387		97,728		131,915		157,452		140,019		97,728		128,217
Gross loans less deferred fees and discounts		1,892,174		1,873,533		1,767,193		1,791,516		1,795,178		1,873,533		1,806,997
Allowance for credit losses		18,329		18,096		17,942		17,989		18,109		18,096		18,205
Goodwill and other intangible assets		12,392		12,767		13,149		13,546		13,938		12,767		14,339
Total deposits		1,892,217		1,815,734		1,780,634		1,851,248		1,902,206		1,815,734		1,938,597
Core deposits (1)		1,733,718		1,665,470		1,631,921		1,628,816		1,659,301		1,665,470		1,669,380
Other borrowings		118,248		166,838		162,760		148,509		109,090		166,838		109,165
Total Shareholders’ equity		293,518		285,344		245,153		235,268		226,179		285,344		220,256

(1)

Considered non-GAAP financial measure - See “Non-GAAP Financial Measures” and reconciliation of non-GAAP financial measures at table 10

Financial Highlights (unaudited)

Table 1B

	As of and for the Three Months Ended										As of and for the Twelve Months Ended
(dollars in thousands)	March 31, 2026		December 31, 2025		September 30, 2025		June 30, 2025		March 31, 2025		December 31, 2025		December 31, 2024
Performance Ratios:
Pre-tax pre-provision net revenue (PPNR) (1)	$	11,982	$	12,854	$	12,296	$	11,528	$	11,202	$	47,880	$	42,401
Return on average assets (ROAA)		1.66		1.76		1.69		1.57		1.52		1.61		1.40
Return on average equity (ROAE)		13.22		15.46		15.81		15.57		15.81		15.60		15.30
Return on average tangible common equity (ROATCE) (1)		13.76		16.40		16.65		16.43		16.75		16.55		16.49
Net interest rate spread		3.27		3.34		3.32		3.11		2.98		3.20		3.05
Net interest margin		3.88		4.01		4.02		3.84		3.63		3.87		3.75
Cost of Funds		1.82		1.88		2.07		2.18		2.25		2.10		2.31
Efficiency ratio		45.45		45.24		46.19		48.20		48.57		47.01		48.92
Noninterest income to average assets		0.45		0.47		0.48		0.39		0.43		0.44		0.49
Noninterest expense to average assets		1.93		1.87		1.94		1.91		1.85		1.90		2.08
Average interest-earning assets to average interest-bearing liabilities		1.36		1.39		1.36		1.31		1.30		1.34		1.32
Average equity to average total assets		0.13		0.12		0.11		0.10		0.10		0.11		0.09

(1)

Considered non-GAAP financial measure - See “Non-GAAP Financial Measures” and reconciliation of non-GAAP financial measures at table 10

Financial Highlights (unaudited)

	As of and for the Three Months Ended															As of and for the Twelve Months Ended
	March 31, 2026			December 31, 2025			September 30, 2025			June 30, 2025			March 31, 2025			December 31, 2025			December 31, 2024
Asset Quality Data:
Net charge-offs to average loans		0.01	%		0.01	%		0.00	%		0.01	%		0.01	%		0.03	%		0.01	%
Total allowance for credit losses to total loans		0.97	%		0.97	%		1.02	%		1.00	%		1.01	%		0.97	%		1.01	%
Total allowance for credit losses to nonperforming loans		313	%		290	%		333	%		307	%		375	%		313	%		375	%
Nonperforming loans to gross loans		0.31	%		0.33	%		0.31	%		0.33	%		0.27	%		0.31	%		0.27	%
Nonperforming assets to total assets		0.28	%		0.28	%		0.27	%		0.30	%		0.24	%		0.28	%		0.24	%

	As of and for the Three Months Ended															As of and for the Twelve Months Ended
	March 31, 2026			December 31, 2025			September 30, 2025			June 30, 2025			March 31, 2025			December 31, 2025			December 31, 2024
Balance Sheet and Capital Ratios (Commercial Bancgroup, Inc.):
Loan-to-deposit ratio		99.03	%		102.19	%		99.25	%		96.77	%		94.37	%		102.19	%		93.21	%
Noninterest bearing deposits to total deposits		21.22	%		21.91	%		22.39	%		22.53	%		22.05	%		21.91	%		20.46	%
Total shareholders’equity to total assets		12.60	%		12.45	%		11.07	%		10.40	%		9.98	%		12.45	%		9.57	%
Tangible common equity to tangible assets (1)		12.18	%		12.01	%		10.59	%		9.92	%		9.48	%		12.01	%		9.07	%
Tier 1 leverage ratio		12.32	%		12.19	%		11.03	%		10.22	%		9.63	%		12.19	%		9.51	%
Common equity tier 1 ratio		14.73	%		14.99	%		12.83	%		12.26	%		11.62	%		14.99	%		11.11	%
Total risk-based capital ratio		15.68	%		15.96	%		14.12	%		13.55	%		12.90	%		15.96	%		12.37	%
Other
Number of branches		34			34			34			34			34			34			34
Number of full-time equivalent employees		287			287			287			289			284			287			279

(1)

Considered non-GAAP financial measure - See “Non-GAAP Financial Measures” and reconciliation of non-GAAP financial measures at table 10

Quarter End Balance Sheets (unaudited)

Table 2

(dollars in thousands)	March 31, 2026			December 31, 2025			September 30, 2025			June 30, 2025			March 31, 2025
Assets
Cash and due from banks	$	151,610		$	118,989		$	122,945		$	108,501		$	113,190
Federal funds sold		16,784			25,329			31,841			42,782			37,303
Investment securities		138,562			140,865			161,471			187,565			188,849
Gross loans less deferred fees and discounts		1,892,174			1,873,533			1,767,193			1,791,516			1,795,178
Allowance for credit losses		(18,329	)		(18,096	)		(17,942	)		(17,989	)		(18,109	)
Loans, net of alloawance for credit losses		1,873,845			1,855,437			1,749,251			1,773,527			1,777,069
Premises and equipment, net		49,445			49,765			50,268			50,337			50,038
Foreclosed assets held for sale, net		575			253			533			861			565
Bank owned life insurance		46,469			46,648			46,482			46,480			46,191
Goodwill and other intangible assets		12,392			12,767			13,149			13,546			13,938
Deferred tax asset		1,056			1,003			1,427			1,029			1,029
Other		38,049			40,399			37,041			37,883			38,706
Total Assets	$	2,328,789		$	2,291,455		$	2,214,408		$	2,262,511		$	2,266,878

Liabilities and Shareholders’ Equity
Liabilities
Deposits
Demand		973,678			913,986			928,958			926,886			960,915
Savings, NOW and money market		415,132			414,716			382,002			382,788			390,491
Time		503,408			487,032			469,674			541,574			550,800
Total deposits		1,892,217			1,815,734			1,780,634			1,851,248			1,902,206
Short-term borrowings		45,068			88,251			62,663			46,300			5,900
Long-term debt		73,181			78,587			100,097			102,209			103,190
Interest Payable		2,644			2,962			3,410			4,545			5,157
Other Liabilities		22,161			20,576			22,451			22,941			24,246
Total Liabilites		2,035,271			2,006,110			1,969,255			2,027,243			2,040,699

Shareholders’ Equity
Common stock		137			137			122			122			122
Additional paid-in capital		38,536			38,377			8,406			8,406			8,406
Retained earnings		255,670			247,505			237,366			227,900			219,000
Accumulated other comprehensive loss		(825	)		(675	)		(741	)		(1,160	)		(1,349	)
Total Shareholders’equity		293,518			285,344			245,153			235,268			226,179
Total liabilities and shareholders’ equity	$	2,328,789		$	2,291,454		$	2,214,408		$	2,262,511		$	2,266,878

Statement of Operations (unaudited)

Table 3

	For the Three Months Ended											As of and for the Twelve Months Ended
(dollars in thousands)	March 31, 2026		December 31, 2025		September 30, 2025		June 30, 2025		March 31, 2025			December 31, 2025		December 31, 2024
Interest and Dividend Income
Loans, including fees	$	27,675	$	27,866	$	28,074	$	28,432	$	27,930		$	112,301	$	113,391
Debt securities-taxable		838		739		929		1,070		975			3,714		2,679
Debt securities-tax-exempt		114		114		102		116		110			442		368
Dividends on restricted stock		147		157		156		148		160			621		700
Interest-bearing deposits		689		1,082		760		1,093		1,591			4,526		6,075
Total interest and dividend income		29,463		29,958		30,021		30,859		30,766			121,604		123,213

Interest expense
Deposits		8,315		8,441		8,654		9,717		10,294			37,107		40,352
Short-term borrowings		47		18		55		44		31			148		205
Long-term debt		623		689		1,090		1,039		1,101			3,919		5,072

Total interest expense		8,985		9,148		9,799		10,800		11,426			41,174		45,629
Net interest income		20,478		20,810		20,222		20,059		19,340			80,430		77,584

Provision for credit losses		122		463		-		-		-			463		1,829
Net interest income after provision for credit losses		20,356		20,347		20,222		20,059		19,340			79,967		75,755

Noninterest Income
Customer service fees		781		779		735		674		655			2,844		3,041
Net gains on sales of premises and equipment		-		44		20		2		(28	)		38		759
Net gains on sales of foreclosed assets		107		48		110		1		3			161		153
ATM fees		854		877		846		891		799			3,413		3,281
Increase in BOLI		312		342		306		336		308			1,292		1,199
Other		537		577		609		290		706			2,182		2,445

Total noninterest income		2,591		2,667		2,626		2,194		2,443			9,930		10,878

Statement of Operations (unaudited)

Table 3

	For the Three Months Ended										As of and for the Twelve Months Ended
(dollars in thousands)	March 31, 2026		December 31, 2025		September 30, 2025		June 30, 2025		March 31, 2025		December 31, 2025		December 31, 2024

Noninterest Expense
Salaries and employee benefits	$	5,716	$	5,753	$	5,729	$	5,657	$	5,626	$	22,764	$	24,873
Occupancy		843		877		738		774		875		3,264		3,786
Data processing		1,101		1,068		1,103		1,151		1,207		4,530		4,235
Deposit insurance premiums		242		234		267		245		226		972		1,129
Professional fees		209		229		136		286		195		846		1,017
Depreciation and amortization		933		1,001		955		803		948		3,706		4,109
Other		1,440		1,461		1,624		1,809		1,504		6,398		6,912
Loss on retirement of debt		603		-		-		-		-		-		-

Total noninterest expense		11,087		10,623		10,552		10,725		10,581		42,480		46,061

Income before income taxes		11,860		12,391		12,296		11,528		11,202		47,417		40,572
Provision for income taxes		2,326		2,224		2,829		2,658		2,510		10,221		8,886
Net Income		9,534		10,167		9,467		8,870		8,692		37,196		31,686
Less: Net Income Attributable to Noncontrolling Interest		-		-		-		-		-		-		276
Net Income attributable to Commercial Bancgroup, Inc.	$	9,534	$	10,167	$	9,467	$	8,870	$	8,692	$	37,196	$	31,410

QTD Average Balances and Yields/Rates (unaudited)

Table 4

	Three Months Ended
	March 31, 2026								December 31, 2025
(dollars in thousands)	Average Balance			Interest		Yield/ Rate			Average Balance			Interest		Yield/ Rate
Interest Earning Assets
Gross loans, net of unearned income	$	1,883,103		$	27,675		5.9	%	$	1,807,127		$	27,866		6.2	%
Investment securities		140,223			1,099		3.1	%		152,782			1,011		2.6	%
Other interest-earning assets		85,953			689		3.2	%		116,517			1,081		3.7	%
Total interest-earning assets		2,109,279			29,463		5.6	%		2,076,426			29,958		5.8	%

Noninterest-earning assets:
Allowance for credit losses		(18,283	)							(17,954	)
Noninterest-earning assets		205,119								190,810

Total Assets		2,296,115								2,249,282

Interest-bearing liabilities:
Interest-bearing DDAs		575,981			2,809		1.95	%		518,495			2,647		2.0	%
NOW, savings and MMDA deposits		412,533			1,425		1.38	%		427,419			1,585		1.5	%
Time Deposits		479,804			4,081		3.40	%		475,972			4,209		3.5	%
Federal Home Loan bank advances		60,522			467		3.09	%		60,781			444		2.9	%
Other borrowings		20,355			203		3.99	%		24,953			263		4.2	%
Total interest-bearing liabilities		1,549,195			8,985		2.32	%		1,507,620			9,148		2.4	%

Noninterest bearing liabilites:
Noninterest bearing deposits		430,842								434,578
Other liabilities		27,593								47,299
Total noninterest bearing liabilities		458,435								481,877
Shareholders’ equity		288,485								259,785
Total liabilities and shareholders’s equity		2,296,115								2,249,282
Net interest income					20,478								20,810
Net interest spread							3.27	%							3.32	%
Net interest margin							3.88	%							4.02	%
Cost interest bearing deposits							2.32	%							2.37	%
Cost of funds							1.82	%							2.43	%

YTD Average Balances and Yields/Rates (unaudited)

Table 5

	Three Months Ended
	March 31, 2026								March 31, 2025
(dollars in thousands)	Average Balance			Interest		Yield/ Rate			Average Balance			Interest		Yield/ Rate
Interest Earning Assets
Gross loans, net of unearned income		1,883,103			27,675		5.9	%		1,794,477			27,930		6.2	%
Investment securities		140,223			1,099		3.1	%		186,604			1,245		2.7	%
Other interest-earning assets		85,953			689		3.2	%		150,891			1,591		4.2	%
Total interest-earning assets		2,109,279			29,463		5.6	%		2,131,972			30,766		5.8	%

Noninterest-earning assets:
Allowance for credit losses		(18,283	)							(18,109	)
Noninterest-earning assets		205,119								176,014

Total Assets		2,296,115								2,289,877

Interest-bearing liabilities:
Interest-bearing DDAs		575,981			2,809		2.0	%		581,411			3,326		2.3	%
NOW, savings and MMDA deposits		412,533			1,425		1.4	%		383,685			1,435		1.5	%
Time Deposits		479,804			4,081		3.4	%		564,710			5,533		3.9	%
Federal Home Loan bank advances		60,522			467		3.1	%		64,361			442		2.7	%
Other borrowings		20,355			203		4.0	%		43,951			690		6.3	%
Total interest-bearing liabilities		1,549,195			8,985		2.3	%		1,638,118			11,426		2.8	%

Noninterest bearing liabilites:
Noninterest bearing deposits		430,842								395,414
Other liabilities		27,593								36,110
Total noninterest bearing liabilities		458,435								431,524
Shareholders’ equity		288,485								219,940
Total liabilities and shareholders’s equity		2,296,115								2,289,582
Net interest income					20,478								19,340
Net interest spread							3.27	%							2.98	%
Net interest margin							3.88	%							3.63	%
Cost of total deposits							2.32	%							2.79	%
Cost of total funding							1.82	%							2.25	%

Loan Data (unaudited)

Table 6

	As of Quarter Ended
	March 31, 2026					December 31, 2025					September 30, 2025					June 30, 2025					March 31, 2025
(dollars in thousands)	Amount		% of Total			Amount		% of Total			Amount		% of Total			Amount		% of Total			Amount		% of Total
Real Estate Loans
Commercial	$	1,114,516		58.7	%	$	1,113,440		59.2	%	$	1,002,192		56.5	%	$	1,016,229		57	%	$	1,029,444		57	%
Construction and land development		195,189		10.3	%		176,688		9.4	%		201,399		11	%		189,187		11	%		180,066		10	%
Residential		383,346		20	%		377,943		20	%		376,769		21	%		376,442		21	%		372,338		21	%
Other		14,511		1	%		14,824		1	%		14,831		1	%		15,290		1	%		16,406		1	%
Commercial		171,029		9	%		174,248		9	%		154,732		9	%		178,832		10	%		182,186		10	%
Consumer		12,260		1	%		15,417		1	%		16,009		1	%		14,636		1	%		14,908		1	%
Other		7,237		0	%		7,450		0	%		7,642		0	%		7,772		0	%		7,505		0	%
Total loans		1,898,088		100	%		1,880,010		100	%		1,773,574		100	%		1,798,388		100	%		1,802,853		100	%
Deferred loan fees and discounts		5,914					6,477					6,381					6,872					7,675
Allowance for credit Losses		18,329					18,096					17,942					17,989					18,109
Loans, net		1,873,845					1,855,437					1,749,251					1,773,527					1,777,069

Nonperforming Assets (unaudited)

Table 7

	As of the Quarter Ended
(dollars in thousands)	March 31, 2026			December 31, 2025			September 30, 2025			June 30, 2025			March 31, 2025

Nonaccrual loans	$	5,861		$	6,245		$	5,390		$	5,846		$	4,808
Past due loans 90 days and still accruing		-			-			-			6			20
Total nonperforming loans		5,861			6,245			5,390			5,852			4,828
Other real estate owned		575			253			533			861			565
Total nonperforming assets	$	6,436		$	6,498		$	5,923		$	6,713		$	5,393

Allowance for credit losses	$	18,329		$	18,096		$	17,942		$	17,989		$	18,109
Total loans outstanding at end of period net of deferred loan fees and discounts	$	1,892,174		$	1,873,533		$	1,767,193		$	1,791,516		$	1,795,178

Nonperforming loans to total loans		0.31	%		0.33	%		0.31	%		0.33	%		0.27	%
Nonperforming assets to total loans and OREO		0.34	%		0.35	%		0.34	%		0.37	%		0.30	%
Allowance for credit losses to nonperforming loans		313	%		290	%		333	%		307	%		375	%
Allowance for credit losses to total loans		0.97	%		0.97	%		1.02	%		1.00	%		1.01	%
Nonaccrual loans to total assets		0.25	%		0.27	%		0.24	%		0.26	%		0.21	%

Allowance for credit losses (unaudited)

Table 8

	As of and for the Three Months Ended															As of and for the Twelve Months Ended
(dollars in thousands)	March 31, 2026			December 31, 2025			September 30, 2025			June 30, 2025			March 31, 2025			December 31, 2025			December 31, 2024

Average loans outstanding	$	1,883,103		$	1,807,127		$	1,767,379		$	1,795,846		$	1,794,477		$	1,791,550		$	1,738,433
Total loans outstanding at end of period net of deferred loan fees and discounts		1,892,174			1,873,533			1,767,193			1,791,516			1,795,178			1,873,533			1,806,997
ACL balance, beginning of period		18,096			17,942			17,989			18,109			18,205			18,205			16,635
Charge-offs:
Commercial real estate		-			(284	)		-			(18	)		-			(301	)		(49	)
Construction and land development		-			-			-						-
Residential real estate		-			-			-			(121	)		-			(121	)		(52	)
Commercial		-			(48	)		-			-			(314	)		(362	)		(177	)
Consumer and other		(15	)		(13	)		(186	)		(34	)		(17	)		(251	)		(151	)
Total charge-offs		(15	)		(345	)		(186	)		(173	)		(331	)		(1,035	)		(429	)

Recoveries:
Commercial real estate		114			-			108			33			10			151			75
Construction and land development		-			-			-			-			202			201
Residential real estate		-			20			26			2			16			64			9
Commercial		1			7			1			3			-			11			54
Consumer and other		11			56			4			15			7			83			32
Total recoveries		126			83			139			53			235			510			170

Net (charge-offs) recoveries		111			(262	)		(47	)		(120	)		(96	)		(525	)		(259	)
Provision for credit losses		122			416			-			-			-			416			1,829
ACL balance at end of period	$	18,329		$	18,096		$	17,942		$	17,989		$	18,109		$	18,096		$	18,205
Ratio of allowance to end of period loans		0.97	%		0.97	%		1.02	%		1.00	%		1.01	%		0.97	%		1.01	%
Ratio of net (charge-offs) recoveries to average loans		0.01	%		-0.01	%		0.00	%		-0.01	%		-0.01	%		-0.03	%		-0.01	%

Loan Risk Ratings (unaudited)

Table 9

	As of the Quarter Ended
(dollars in thousands)	March 31, 2026		December 31, 2025		September 30, 2025		June 30, 2025		March 31, 2025
Real Estate Loans
Commercial
Pass	$	1,105,529	$	1,104,532	$	999,788	$	1,012,190	$	1,023,884
Special mention		8,897		8,814		1,776		2,515		4,182
Substandard		90		94		628		1,524		1,378
Total Commercial	$	1,114,516	$	1,113,440	$	1,002,192	$	1,016,229	$	1,029,444
Construction and land development
Pass	$	194,983	$	176,014	$	201,363	$	189,149	$	180,066
Special mention		171		78		-		-		-
Substandard		35		596		36		38		-
Total Construction and land development	$	195,189	$	176,688	$	201,399	$	189,187	$	180,066
Residential
Pass	$	377,179	$	371,583	$	371,226	$	371,353	$	367,216
Special mention		545		833		838		849		854
Substandard		5,622		5,527		4,705		4,240		4,268
Total Residential	$	383,346	$	377,943	$	376,769	$	376,442	$	372,338
Other
Pass	$	14,511	$	14,824	$	14,831	$	15,290	$	16,406
Special mention		-		-		-				-
Substandard		-		-		-		-		-
Total Other	$	14,511	$	14,824	$	14,831	$	15,290	$	16,406
Commercial
Pass	$	170,093	$	173,324	$	153,819	$	177,969	$	181,255
Special mention		701		793		733		747		808
Substandard		235		131		180		116		123
Total Commercial	$	171,029	$	174,248	$	154,732	$	178,832	$	182,186
Consumer
Pass	$	12,162	$	15,317	$	15,974	$	14,594	$	14,866
Special mention		44		21		5		6		7
Substandard		54		79		30		36		35
Total Consumer	$	12,260	$	15,417	$	16,009	$	14,636	$	14,908
Other
Pass	$	7,237	$	7,451	$	7,642	$	7,773	$	7,506
Special mention		-		-		-				-
Substandard		-		-		-		-		-
Total Other	$	7,237	$	7,451	$	7,642	$	7,773	$	7,506
Total loans
Pass	$	1,881,694	$	1,863,045	$	1,764,643	$	1,788,318	$	1,791,199
Special mention		10,358		10,539		3,352		4,117		5,851
Substandard		6,036		6,427		5,579		5,954		5,804
Total Gross loans	$	1,898,088	$	1,880,011	$	1,773,574	$	1,798,389	$	1,802,854

Non-GAAP Financial Measures

This press release contains certain financial measure(s) that are not financial measure(s) recognized under generally accepted accounting principles in the U.S. (“GAAP”) and, therefore, are considered non-GAAP financial measure(s) and should be read along with the accompanying reconciliation of non-GAAP financial measure(s) to GAAP financial measure(s). We use non-GAAP financial measures, certain of which are included in this press release, both to explain our operating results to shareholders and the investment community and to evaluate, analyze, and manage our business. We believe that these non-GAAP financial measures provide a better understanding of ongoing operations, enhance the comparability of results across periods, and enable investors to better understand our performance. Our management believes that the “core” metrics described below and used in this press release assist users of the Company’s financial statements with their financial analysis period-over-period as they exclude certain non-recurring items. However, non-GAAP financial measures should not be considered in isolation and should be considered supplemental in nature and not as a substitute for or superior to the most directly comparable or other financial measures calculated in accordance with GAAP. Additionally, the manner in which the non-GAAP financial measure(s) contained in this press release are calculated may differ from the manner in which measures with similar names are calculated by other companies. You should understand how other companies calculate their financial measures similar to, or with names similar to, the non-GAAP financial measure(s) contained in this press release when comparing such financial measures.

The non-GAAP financial measures in this press release include the following:

●

Core deposits. We calculate core deposits by excluding jumbo time deposits (deposits greater than or equal to $250,000) from total deposits.

●

Core net income. We define core net income as net income plus non-recurring expenses, net of the related tax effect of non-recurring expenses.

●

Core diluted earnings per share. We define core diluted earnings per share as core net income divided by diluted weighted average shares outstanding.

●

Core ROAA. We define core ROAA as core net income divided by average assets, with average assets based upon the average daily balance of total assets in each period.

●

Core return on average tangible common equity. We define core return on average tangible common equity as core net income divided by total average shareholders’ equity less average intangible assets (goodwill and core deposit intangibles).

●

Core efficiency ratio. We define core efficiency ratio as operating revenue (net interest income, plus total noninterest income, divided by noninterest expenses (less non-recurring expenses). This ratio is an indicator used by our management to assess operating efficiencies and is intended to demonstrate how efficiently our management is controlling expenses relative to generating revenues on our core activities.

●

Efficiency Ratio. We define efficiency ratio as operating expenses divided by fee income plus tax equivalent net interest income. This metric indicates how effectively the Company manages its expenses relative to its income, providing insights into cost management and profitability.

●

Pre-tax, pre-provision ROAA. We define pre-tax, pre-provision ROAA as pre-tax, pre-provision net income divided by average assets calculated based upon the average daily balance of total assets in each year.

●

Tangible assets. We define tangible assets as total assets less goodwill and other intangible assets.

●

Tangible book value per share. We define tangible book value per share as our tangible common equity, which is shareholders’ equity reduced by goodwill and other intangible assets, divided by diluted weighted average shares outstanding.

The following table provides a reconciliation of the above non-GAAP financial measures to their most directly comparable financial measure presented in accordance with GAAP.

Non-GAAP Reconciliations (unaudited)

Table 10

	As of and for the Three Months Ended															As of and for the Twelve Months Ended
(dollars in thousands, except per share data)	March 31, 2026			December 31, 2025			September 30, 2025			June 30, 2025			March 31, 2025			December 31, 2025			December 31, 2024

Pre-Tax Pre-Provision Net
Net Income:
Pre-tax income	$	11,860		$	12,391		$	12,296		$	11,528		$	11,202		$	47,417		$	40,572
Add: provision for loan and lease losses		122			463			-			-			-			463			1,829
Pre-tax pre-provision net income	$	11,982		$	12,854		$	12,296		$	11,528		$	11,202		$	47,880		$	42,401
Tangible Common Equity:
Shareholders’ equity	$	293,518		$	285,344		$	245,153		$	235,268		$	226,179			285,344			220,256
Less: non controlling interest														-						-
Less: goodwill		8,511			8,511			8,511			8,511			8,511			8,511			8,514
Less: core deposit intangible (net of tax benefit)		2,875			3,164			3,448			3,744			4,035			3,164			4,331
Tangible common equity	$	282,132		$	273,669		$	233,194		$	223,013		$	213,633		$	273,669		$	207,411

Pre-Tax Pre-Provision Return on Average Assets:
Total average assets	$	2,296,115		$	2,249,282		$	2,170,869		$	2,248,134		$	2,289,582		$	2,239,468		$	2,217,423
Pre-tax pre-provision net income		11,982			12,854			12,296			11,528			11,202			47,880			42,401
Pre-tax pre-provision return on average assets		2.09	%		2.29	%		2.27	%		2.05	%		1.96	%		2.14	%		1.91	%

Return on Average Tangible Common Equity:
Total average shareholders’ equity		288,485		$	259,784		$	239,473		$	227,883		$	219,940		$	236,770		$	206,622
Less: average intangible assets (net of tax benefit)		11,386			11,767			11,980			11,997			12,310		$	12,014			13,497
Less: average non controlling interest		-			-			-			-			-			-			2,701
Average tangible equity		277,099			248,017			227,493			215,886			207,630			224,757			190,424
Net income to shareholders		9,534			10,167			9,467			8,870			8,692			37,196			31,410
Return on average tangible equity		13.76	%		16.40	%		16.65	%		16.43	%		16.75	%		16.55	%		16.49	%

Tangible Book Value per Common Share:
Tangible common equity	$	282,132		$	273,669		$	233,194		$	223,013		$	213,633		$	273,669		$	207,411
Shares of common stock
outstanding		13,697,987			13,697,987			12,239,644			12,239,644			12,239,644			13,697,987			12,113,114
Tangible book value per share, reported	$	20.60		$	19.98		$	19.05		$	18.22		$	17.45		$	19.98		$	17.12

Non-GAAP Reconciliations (unaudited)

Table 10

	As of and for the Three Months Ended															As of and for the Twelve Months Ended
(dollars in thousands, except per share data)	March 31, 2026			December 31, 2025			September 30, 2025			June 30, 2025			March 31, 2025			December 31, 2025			December 31, 2024
Tangible Common Equity to Tangible Assets:
Tangible common equity	$	282,132		$	273,669		$	233,194		$	223,013		$	213,633		$	273,669		$	207,411
Total assets		2,328,789			2,291,455			2,214,408			2,262,511			2,266,878			2,291,455			2,301,211
Less: intangible assets		12,392			12,767			13,149			13,546			13,938			12,767			14,339
Tangible assets		2,316,397			2,278,688			2,201,258			2,248,965			2,252,940			2,278,688			2,286,872
Tangible common equity to tangible assets		12.18	%		12.01	%		10.59	%		9.92	%		9.48	%		12.01	%		9.07	%
Core Deposits:
Total Deposits	$	1,892,217		$	1,815,734		$	1,780,634		$	1,851,248		$	1,902,206		$	1,815,734			1,938,597
Less: Time deposits equal to or greater than $250,000		116,966			102,294			100,743			97,209			97,537			102,294			94,567
Less: Brokered deposits		41,533			47,970			47,970			125,223			145,375			47,970			174,918
Core deposits	$	1,733,718		$	1,665,470		$	1,631,921		$	1,628,816		$	1,659,294		$	1,665,470		$	1,669,112
Core Net Income:
Net income	$	9,534		$	10,167		$	9,467		$	8,870		$	8,692		$	37,196			31,410
Add: Non-recurring Expense		603			-			-			302			7			309			2,788
Less: tax effect		(133	)		-			-			(76	)		(2	)		(78	)		(697	)
Core net income	$	10,004		$	10,167		$	9,467		$	9,096		$	8,697		$	37,427			33,501
Core Earnings per Share:
Core net income	$	10,004		$	10,167		$	9,467		$	9,096		$	8,697		$	37,427		$	33,501
Average shares outstanding		13,746,198			13,704,030			12,240,568			12,239,644			12,137,013			12,580,314			12,187,788
Core earnings per share	$	0.73		$	0.74		$	0.77		$	0.74		$	0.72		$	2.98		$	2.75
Core Return on Average Assets:
Core net income	$	10,004		$	10,167		$	9,467		$	9,096		$	8,697		$	37,427		$	33,501
Average assets		2,296,115			2,249,282			2,170,869			2,248,134			2,289,582			2,239,468			2,217,423
Core return on average assets		1.74	%		1.81	%		1.74	%		1.62	%		1.52	%		1.67	%		1.51	%
Core Return on Average Tangible Common Equity:
Average tangible common equity	$	277,099		$	248,017		$	227,493		$	215,886		$	207,630		$	224,757		$	190,424
Core net income		10,004			10,167			9,467			9,096			8,697			37,427			33,501
Core return on average tangible common equity		14.44	%		16.40	%		16.65	%		16.85	%		16.75	%		16.65	%		17.59	%
Core Efficiency Ratio:
Add: net interest income	$	20,478		$	20,810		$	20,222		$	20,059		$	19,340		$	80,431		$	77,584
Add: non interest income		2,591			2,667			2,626			2,194			2,443			9,930			10,878
Operating revenue	$	23,069		$	23,477		$	22,848		$	22,253		$	21,783		$	90,361			88,462
Total noninterest expenses		11,087			10,623			10,552			10,725			10,581			42,481			46,061
Less: non-recurring expenses		603			-			-			302			7			309			2,788
Core noninterest expenses		10,484			10,623			10,552			10,423			10,574			42,172			43,273
Core efficiency ratio		45.45	%		45.25	%		46.18	%		46.84	%		48.54	%		46.67	%		48.92	%

Contacts

Philip J. Metheny
Sr. Executive Vice President, Chief Financial Officer
Commercial Bancgroup, Inc.
ir@cbtn.com
423-869-5151

Roger Mobley
Executive Vice President, Chief Financial Officer
Commercial Bank
ir@cbtn.com
704-648-0185

Source

Commercial Bancgroup, Inc.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements” within the meaning of the U.S. federal securities laws. The statements in this press release that are not purely historical facts are forward-looking statements. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other variations or comparable terminology and expressions. You should not place undue reliance on these forward-looking statements as actual future results may differ materially from those expressed or implied by any forward-looking statement. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in any forward-looking statements, including but not limited to: (1) business and economic conditions nationally, regionally and in our target markets, particularly in Kentucky, North Carolina and Tennessee and the particular geographic areas in which we operate; (2) the level of, or changes in the level of, interest rates and inflation, including the effects thereof on our earnings and financial condition and the market value of our investment securities and loan portfolios; (3) the concentration of our loan portfolio in real estate loans and changes in the prices, values and sales volumes of commercial and residential real estate; (4) the concentration of our business within our geographic areas of operation in Kentucky, North Carolina and Tennessee and neighboring markets; (5) credit and lending risks associated with our commercial real estate, commercial, and construction and land development loan portfolios; (6) risks associated with our focus on lending to small and medium-sized businesses; (7) our ability to maintain important deposit customer relationships, maintain our reputation or otherwise avoid liquidity risks; (8) changes in demand for our products and services; (9) the failure of assumptions and estimates underlying the establishment of allowances for possible credit losses and other asset impairments, losses, valuations of assets and liabilities and other estimates; (10) the sufficiency of our capital, including sources of such capital and the extent to which capital may be used or required; (11) our inability to maintain a “satisfactory” rating under the Community Reinvestment Act; (12) the risk that our cost of funding could increase in the event we are unable to continue to attract stable, low-cost deposits and reduce our cost of deposits; (13) our inability to raise necessary capital to fund our growth strategy and operations or to meet increased required minimum regulatory capital levels; (14) our ability to execute and prudently manage our growth and execute our business strategy, including expansionary activities; (15) the composition of and changes in our management team and our ability to attract, incentivize and retain key personnel; (16) the effects of competition from a wide variety of local, regional, national and other providers of financial, investment, trust and other wealth management services and insurance services, including the disruptive effects of financial technology and other competitors who are not subject to the same regulations as the Company and the Bank; (17) the deterioration of our asset quality or the value of collateral securing loans; (18) changes in accounting standards; (19) the effectiveness of our risk management framework, including internal controls; (20) severe weather, natural disasters, pandemics, epidemics, acts of war, terrorism, or other external events, such as the transition risk associated with climate change, and other matters beyond our control; (21) changes in technology or products that may be more difficult, more costly, or less effective than anticipated; (22) the risks of acquisitions and other expansionary activities, including without limitation our ability to identify and consummate transactions with potential future acquisition candidates, the time and costs associated with pursuing such transactions, our ability to successfully integrate operations as part of such transactions and our ability, and possible failures, to achieve expected gains, revenue growth, expense savings and/or other synergies from such transactions; (23) our ability to maintain our historical rate of growth; (24) failure to keep pace with technological change or difficulties when implementing new technologies; (25) systems failures or interruptions involving our risk management framework, our information technology and telecommunications systems or third-party service providers; (26) our ability to identify and address unauthorized data access, cyber-crime and other threats to data security and customer privacy; (27) our compliance with governmental and regulatory requirements, including the Bank Holding Company Act of 1956, as amended, and other laws relating to banking, consumer protection, securities and tax matters, and our ability to maintain licenses required in connection with mortgage origination, sale and servicing operations; (28) compliance with the Bank Secrecy Act of 1970, Office of Foreign Assets Control rules and anti-money laundering laws and regulations; (29) governmental monetary and fiscal policies; (30) changes in laws, rules, or regulations, or interpretations thereof, or policies relating to financial institutions or accounting, tax, trade, monetary or fiscal matters; (31) our ability to receive dividends from the Bank and satisfy our obligations as they become due; (32) the institution and outcome of litigation and other legal proceedings against us or to which we become subject; (33) the limited experience of our management team in managing and operating a public company; (34) the incremental costs of operating as a public company; (35) our ability to meet our obligations as a public company, including our obligations under Section 404 of the Sarbanes-Oxley Act of 2002; and (36) other risks and factors described under the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual report on Form 10-K for the fiscal year ended December 31, 2025, or in any of the Company’s subsequent filings with the U.S. Securities and Exchange Commission. Commercial undertakes no obligation to update these forward-looking statements, as a result of changes in assumptions, new information, or otherwise, after the date of this press release, except as required by law.

EX-99.2 3 ea028776001ex99-2.htm INVESTOR PRESENTATION OF COMMERCIAL BANCGROUP, INC., DATED APRIL 27, 2026

Exhibit 99.2

1Q26 Earnings Presentation April 27 , 2026 COMMERCIAL BANCGROUP, INC.

2 Important Notices and Disclaimers Use of Defined Terms As used in this presentation, the terms “Company,” “Commercial,” “we,” “our,” and “us” refer to Commercial Bancgroup, Inc., a Te nnessee corporation. The term “Bank” refers to Commercial Bank, the Company’s wholly owned bank subsidiary. Forward - Looking Statements This presentation contains statements that constitute “forward - looking statements” within the meaning of the U.S. federal securi ties laws. The statements in this presentation that are not purely historical facts, including statements regarding our growth strategy, our strategic focus an d v ision, and the scalability of our business model, are forward - looking statements. These forward - looking statements are generally identified by the use of forward - looking t erminology, including the terms “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “t arget,” “will,” “would” and, in each case, their negative or other variations or comparable terminology and expressions. You should not place undue reliance on these forward - loo king statements as actual future results may differ materially from those expressed or implied by any forward - looking statement. These forward - looking statements are subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed in or implied by any forward - looking statements, including but not limited to: (1) business and economic conditions nationally, regionally, and in our target markets , particularly in Kentucky, North Carolina, and Tennessee and the particular geographic areas in which we operate; (2) the level of, or changes in the level of , i nterest rates and inflation, including the effects thereof on our earnings and financial condition and the market value of our investment securities and loan portfo lio s; (3) the concentration of our loan portfolio in real estate loans and changes in the prices, values, and sales volumes of commercial and residential real estate ; ( 4) the concentration of our business within our geographic areas of operation in Kentucky, North Carolina, and Tennessee and neighboring markets; (5) credit and l end ing risks associated with our commercial real estate, commercial, and construction and land development loan portfolios; (6) risks associated with our focu s o n lending to small and medium - sized businesses; (7) our ability to maintain important deposit customer relationships, maintain our reputation, or otherwise av oid liquidity risks; (8) changes in demand for our products and services; (9) the failure of assumptions and estimates underlying the establishment of allowances fo r possible credit losses and other asset impairments, valuations of assets and liabilities, and other estimates; (10) the sufficiency of our capital, including sou rces of such capital and the extent to which capital may be used or required; (11) our inability to maintain a “satisfactory” rating under the Community Reinvestmen t A ct; (12) the risk that our cost of funding could increase in the event we are unable to continue to attract stable, low - cost deposits and reduce our cost of deposi ts; (13) our inability to raise necessary capital to fund our growth strategy and operations or to meet increased required minimum regulatory capital levels; (1 4) our ability to execute and prudently manage our growth and execute our business strategy, including expansionary activities; (15) the composition of and ch anges in our management team and our ability to attract, incentivize, and retain key personnel; (16) the effects of competition from a wide variety of loc al, regional, national, and other providers of financial, investment, trust, and other wealth management services and insurance services, including the disruptive effects o f f inancial technology and other competitors who are not subject to the same level of supervision and regulation as the Company and the Bank; (17) the deterio rat ion of our asset quality or the value of collateral securing loans; (18) changes in accounting standards; (19) the effectiveness of our risk management framework, inc luding internal controls; (20) severe weather, natural disasters, pandemics, epidemics, acts of war, terrorism, or other external events, such as the transition ri sk associated with climate change, and other matters beyond our control; BS0 3 Important Notices and Disclaimers (21) changes in technology or products that may be more difficult or costly or less effective than anticipated; (22) the risk s o f acquisitions and other expansionary activities, including without limitation our ability to identify and consummate transactions with potential future acquisitio n c andidates, the time and costs associated with pursuing such transactions, our ability to successfully integrate operations as part of such transactions, and our abili ty, and possible failures, to achieve expected gains, revenue growth, expense savings, and/or other synergies from such transactions; (23) our ability to maintain our historical rate of growth; (24) failure to keep pace with technological change or difficulties when implementing new technologies; (25) systems failures or interrupt ion s involving our risk management framework, our information technology and telecommunications systems, or third - party service providers; (26) our ability to iden tify and address unauthorized data access, cyber - crime, and other threats to data security and customer privacy; (27) our compliance with governmental and regulato ry requirements, including the Bank Holding Company Act of 1956, as amended, and other laws relating to banking, consumer protection, securities, and tax matte rs, and our ability to maintain licenses required in connection with mortgage origination, sale, and servicing operations; (28) compliance with the Bank Secr ecy Act of 1970, Office of Foreign Assets Control rules, and anti - money laundering laws and regulations; (29) governmental monetary and fiscal policies; (30) chang es in laws, rules, or regulations, or interpretations thereof, or policies relating to financial institutions or accounting, tax, trade, monetary, or fiscal matter s; (31) our ability to receive dividends from the Bank and satisfy our obligations as they become due; (32) the institution and outcome of litigation and other legal proceedin gs against us or to which we become subject; (33) the limited experience of our management team in managing and operating a public company; (34) the incremental cos ts of operating as a public company; and (35) our ability to meet our obligations as a public company, including our obligations under Section 404 of the Sa rbanes - Oxley Act of 2002.

Additional factors that could affect forward - looking statements in this presentation can be found in the sections titled “Risk F actors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10 - K for the fiscal year ended Decem ber 31, 2025, with the U.S. Securities and Exchange Commission (the “SEC”) and in other documents that we file with the SEC from time to time, which are ava ilable on the SEC’s website, www.sec.gov. The Company can provide no assurance that the results contemplated, expressed, or implied by any forward - looking statement will be realized. Our actual future financial results or performance may differ from that currently expected due to additional risks and uncertainties of which w e a re currently not aware or which we currently do not consider, but in the future may become, material to our business or operating results. Readers are cautioned to not place undue reliance on any of the forward - looking statements contained in this presentation. The f orward - looking statements contained in this presentation speak only as of the date they are made, and the Company undertakes no obligation to review or up date any forward - looking statements, whether as a result of new information, changes in assumptions, or otherwise, except as required by law. Non - GAAP Financial Measures This presentation contains certain financial measures that are not measures recognized under generally accepted accounting pr inc iples in the U.S. (“GAAP”) and, therefore, are considered non - GAAP financial measures. The Appendix to this presentation includes reconciliations of these non - G AAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP. We use non - GAAP financial measures, certain of w hich are included in this presentation, both to explain our operating results to shareholders and the investment community and to evaluate, analyze, an d m anage our business. We believe that these non - GAAP financial measures provide a better understanding of ongoing operations, enhance the comparability of result s across periods, and enable investors to better understand our performance. However, non - GAAP financial measures should not be considered in isolation and s hould be considered supplemental in nature and not as a substitute for or superior to the most directly comparable or other financial measures ca lcu lated in accordance with GAAP. Additionally, the manner in which the non - GAAP financial measures contained in this presentation are calculated may differ from the manner in which measures with similar names are calculated by other companies. You should understand how other companies calculate their financial measures si milar to, or with names similar to, the non - GAAP financial measures contained in this presentation when comparing such non - GAAP financial measures.

4 Important Notices and Disclaimers Industry Information Certain industry and market data and forecasts, and other information, contained in this presentation has been prepared based , i n part, upon data, forecasts, and other information that we obtained from regulatory sources, periodic industry publications, third - party studies and surveys, fil ings of public companies in our industry, internal company surveys, or other independent information publicly available to us. Although we believe such information is rel iable and are not aware of any inaccuracies therein as of the date of this presentation, we have not independently verified this information, and this infor mat ion could prove to be inaccurate or incomplete. Readers are solely responsible for their own assessment of all such information. The delivery of this presentation will not, under any circumstances, create an implication that there has been no change in t he affairs of the Company since the date of this presentation. The Company is not making any representation or warranty, express or implied, as to the accuracy or com ple teness of the information summarized herein or made available in connection with any further investigation of the Company. The Company disclaims any an d a ll liability based on such information or errors therein or omissions therefrom.

5 Company Overview Headquarters: Harrogate, TN Branches 2 : 34 Total Assets: $2.3 Billion Total Loans: $1.9 Billion Total Deposits: $1.9 Billion 1 Non - GAAP financial measure. See Appendix for a reconciliation of non - GAAP financial measures. 2 Includes the banking facility located in our principal executive office. Note: Q126 percentages are annualized.

Source: Company documents and S&P Capital IQ Pro Franchise Map Financial Highlights Louisville Lexington Nashville Chattanooga Knoxville Harrogate Kingsport Johnson City Bristol Charlotte Winston - Salem Kentucky Tennessee North Carolina Headquarters Current Branch Location Planned De Novo Branch Location BS0 BS1 6 Investment Merits Competitive Strengths Experienced and invested leadership team with meaningful ownership Successfully completed five whole - bank acquisitions since 2008 with a focus on balance sheet and customer retention Diversified, commercially focused loan portfolio well - positioned in attractive growth markets Strong core deposit base comprised of 46% demand deposits (as of March 31, 2026) with excellent market share throughout nine community markets Top tier financial performer, consistently ranking in the top & upper quartiles compared with peers Proven ability to recruit and retain talented bankers and staff across our markets Scalable, decentralized operating model with local leadership and decision - making authority coupled with strong, centralized risk and credit support Strategic Focus Growth and expansion strategy with a keen focus on strengthening our presence in higher growth markets in Tennessee and North Carolina Emphasize commercial banking with a focus on small & medium - sized businesses and consumers Deliver best - in - class, top tier shareholder returns with a focus on EPS and TBVPS growth consistent with historical performance Execute a capital deployment strategy focused on organic growth, disciplined M&A and de novo expansion Fund asset growth through core deposit generation and strong relationship banking Leverage technology to enhance the customer experience and improve productivity <7' <7' 7 Driving Shareholder Value is Our Top Priority Tangible Book Value Per Share 1 Core Earnings Per Share 1 Core Efficiency Ratio 1 Core ROATCE 1 Core ROAA 1 Reported PPNI ($M) 1 <7' <7' <7' <7' 2 Combined Annual Growth Rate (CAGR) is from December 31, 2020 to December 31, 2025 for all graphs.

(1) Considered non - GAAP financial measure - See "Non - GAAP Financial Measures" and reconciliation of non - GAAP financial measures in Appendix BS0 BS1 BS2 BS3 <7' <7' <7' <7' 8 Consistent Balance Sheet Growth Total Net Loans ($M) Total Assets ($M) Total Equity ($M) Total Deposits ($M) Source: Company documents

9 Key Markets Overview/Dynamics ■ A premier financial and economic hub within the Southeastern U.S. with an estimated population of ~2.9 million ■ Home to several major financial institutions and serves as a critical nexus for the energy, healthcare, and logistics sectors ■ Dominance in the financial industry and innovation ecosystem create an unparalleled opportunity for long - term growth Charlotte, NC ■ One of the most rapidly expanding metropolitan regions within the U.S. with an estimated population of ~2.2 million ■ Widely acclaimed for its vibrant cultural scene, dynamic labor market, and relative affordability ■ Nashville serves as home to several Fortune 500 and industry - leading corporations led by the healthcare industry Nashville, TN ■ Dynamic and expanding economic center in East Tennessee with an estimated population of ~1 million ■ The Knoxville MSA hosts key industries, including advanced manufacturing, energy production, and logistics ■ Home to the University of Tennessee and Oak Ridge National Laboratory Knoxville, TN ■ A dynamic and expanding economic hub in Northeast Tennessee and Southwest Virginia with an estimated population of ~0.5 million ■ Diversified economic base, anchored by critical sectors such as healthcare, manufacturing, logistics, and tourism ■ Location at the intersection of major interstate highways enhances its appeal as a logistics and distribution center Tri - Cities, TN 1 ■ Our community markets tend to offer primarily retail and small business customer opportunities and more limited competition ■ This leads to an attractive profitability profile and smaller ticket, more granular loan and deposit portfolios ■ These markets have been deemphasized by national and regional banks which allows for continued growth Community Markets 1 Source: Demographic data provided by S&P Capital IQ Pro and sourced from Claritas based on U.S. Census data Tri - Cities, TN includes Kingsport, Bristol, and Johnson City, TN <7' 7&(5DWLR &(7 5DWLR 7RWDO5LVN EDVHG&DSLWDO 10 Consolidated Capital Ratios Capital Ratios (%) Capital Position Simple Capital Structure <7' &RPPRQ(TXLW\7LHU 7UXVW3UHIHUUHG 7LHU $&/ 1 Non - GAAP financial measure.

See Appendix for a reconciliation of Non - GAAP financial measures. Source: Company documents ■ The Company repaid its $20.3M note payable to Community Trust Bank, Inc. on October 7, 2025. Interest payments were based on a variable rate per annum equal to the prime rate as reported in The Wall Street Journal, adjusted daily. The loan was utilized to finance merger transactions and support Bank level capital ■ The Company redeemed $6.2M of Trust Preferred Securities on January 7, 2026 that paid interest and dividends quarterly at a rate of Secured Overnight Financing Rate (“SOFR”) plus 2.4% 1 CRE and Construction Concentrations (Bank Level)

11 24% 25% 22% 20% 24% 23% 23% 25% 25% 19% 14% 14% 5% 5% 4% 9% 10% 9% 16% 16% 12% 10% 11% 11% 21% 19% 18% 20% 22% 21% 12% 10% 18% 22% 20% 23% 1,449 1,421 1,820 1,939 1,816 1,892 $0 $500 $1,000 $1,500 $2,000 $2,500 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 2021 2022 2023 2024 2025 YTD Deposits Demand deposits Interest-bearing Demand Money Market Savings Time Deposits Brokered Total Valuable Deposit Franchise 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 4.50% 1Q 2024 2Q 2024 3Q 2024 4Q 2024 1Q 2025 2Q 2025 3Q 2025 4Q 2025 1Q 2026 Cost of Deposits Interest-bearing DDAs Savings & MMDA Certificates of deposit Total deposits 'XHLQ2QH <HDURU/HVV 'XHDIWHU2QH <HDU7KURXJK)LYH <HDUV 'XHDIWHU)LYH <HDUV <7' & , 2ZQHU2FFXSLHG&5( 1RQ RZQHU2FFXSLHG&5( )L[HG5DWH $GMXVWDEOH 5DWH 12 Loan Portfolio Detail Loan Maturity Schedule as of March 31, 2026 Commercial Loan Growth ($M) Fixed vs. Adjustable - Rate Loans As of March 31, 2026 Loan Portfolio Highlights ■ Diversified portfolio with an emphasis on commercial and business clients with sufficient debt service ratios, guarantor liquidity, and multiple forms of collateral ■ Substantial repeat business with very little turnover ■ All lending relationships over $2.5M in exposure get an expansive annual credit review ■ Every commercial loan has a 10% deposit requirement, typically the primary operating account ■ C&D portfolio largely domiciled in major metro markets. All transactions greater than $2.5M require multiple site visits. ■ Single family mortgage loans are retained on the balance sheet Source: Company documents BS0 BS1 13 Loan Portfolio Detail (cont’d) C&I and Owner - occupied CRE by Industry ($M) As of March 31, 2026BS0BS1BS2BS3 BS4

Appendix

4 <7' 14 Asset Quality Loan Loss Reserve / NPAs (%) Criticized and Classified Loans / Loans (%) Net Charge - offs (Recoveries) / Average Loans (%) NPAs and 90 Days Past Due / Assets (%) <7' <7' Dollar figures are in thousands ($000) Source: Company documents 15 Investment Highlights 1 Investment Highlights History of robust organic growth and proven top tier financial performance Experienced management team with vested ownership Best - in - class shareholder returns with a focus on EPS and TBVPS growth Balanced franchise with a combination of high growth Southeastern metro markets and stable, deposit rich community markets Diversified, commercially focused loan portfolio with conservative credit culture and an emphasis on true relationship banking Scalable, decentralized business model supported by centralized underwriting, credit administration and technology 17 (dollars in thousands, except per share data) March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2025 December 31, 2024 Pre-Tax Pre-Provision Net Net Income: Pre-tax income 11,860$ 12,391$ 12,296$ 11,528$ 11,202$ 47,417$ 40,572$ Add: provision for loan and lease losses 122 463 - - - 463 1,829 Pre-tax pre-provision net income 11,982$ 12,854$ 12,296$ 11,528$ 11,202$ 47,880$ 42,401$ Tangible Common Equity: Shareholders' equity 293,518$ 285,344$ 245,153$ 235,268$ 226,179$ 285,344 220,256 Less: non controlling interest - - Less: goodwill 8,511 8,511 8,511 8,511 8,511 8,511 8,514 Less: core deposit intangible (net of tax benefit) 2,875 3,164 3,448 3,744 4,035 3,164 4,331 Tangible common equity 282,132$ 273,669$ 233,194$ 223,013$ 213,633$ 273,669$ 207,411$ Pre-Tax Pre-Provision Return on Average Assets: Total average assets 2,296,115$ 2,249,282$ 2,170,869$ 2,248,134$ 2,289,582$ 2,239,468$ 2,217,423$ Pre-tax pre-provision net income 11,982 12,854 12,296 11,528 11,202 47,880 42,401 Pre-tax pre-provision return on average assets 2.09% 2.29% 2.27% 2.05% 1.96% 2.14% 1.91% Return on Average Tangible Common Equity: Total average shareholders' equity 288,485 259,784$ 239,473$ 227,883$ 219,940$ 236,770$ 206,622$ Less: average intangible assets (net of tax benefit) 11,386 11,767 11,980 11,997 12,310 12,014$ 13,497 Less: average non controlling interest - - - - - - 2,701 Average tangible equity 277,099 248,017 227,493 215,886 207,630 224,757 190,424 Net income to shareholders 9,534 10,167 9,467 8,870 8,692 37,196 31,410 Return on average tangible equity 13.76% 16.40% 16.65% 16.43% 16.75% 16.55% 16.49% Tangible Book Value per Common Share: Tangible common equity 282,132$ 273,669$ 233,194$ 223,013$ 213,633$ 273,669$ 207,411$ Shares of common stock outstanding 13,697,987 13,697,987 12,239,644 12,239,644 12,239,644 13,697,987 12,113,114 Tangible book value per share, reported 20.60$ 19.98$ 19.05$ 18.22$ 17.45$ 19.98$ 17.12$ As of and for the Twelve Months Ended Non-GAAP Reconciliations (unaudited) As of and for the Three Months Ended 18 (dollars in thousands, except per share data) March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2025 December 31, 2024 Tangible Common Equity to Tangible Assets: Tangible common equity 282,132$ 273,669$ 233,194$ 223,013$ 213,633$ 273,669$ 207,411$ Total assets 2,328,789 2,291,455 2,214,408 2,262,511 2,266,878 2,291,455 2,301,211 Less: intangible assets 12,392 12,767 13,149 13,546 13,938 12,767 14,339 Tangible assets 2,316,397 2,278,688 2,201,258 2,248,965 2,252,940 2,278,688 2,286,872 Tangible common equity to tangible assets 12.18% 12.01% 10.59% 9.92% 9.48% 12.01% 9.07% Core Deposits: Total Deposits 1,892,217$ 1,815,734$ 1,780,634$ 1,851,248$ 1,902,206$ 1,815,734$ 1,938,597 Less: Time deposits equal to or greater than $250,000 116,966 102,294 100,743 97,209 97,537 102,294 94,567 Less: Brokered deposits 41,533 47,970 47,970 125,223 145,375 47,970 174,918 Core deposits 1,733,718$ 1,665,470$ 1,631,921$ 1,628,816$ 1,659,294$ 1,665,470$ 1,669,112$ Core Net Income: Net income 9,534$ 10,167$ 9,467$ 8,870$ 8,692$ 37,196$ 31,410 Add: Non-recurring Expense 603 - - 302 7 309 2,788 Less: tax effect (133) - - (76) (2) (78) (697) Core net income 10,004$ 10,167$ 9,467$ 9,096$ 8,697$ 37,427$ 33,501 Core Earnings per Share: Core net income 10,004$ 10,167$ 9,467$ 9,096$ 8,697$ 37,427$ 33,501$ Average shares outstanding 13,746,198 13,704,030 12,240,568 12,239,644 12,137,013 12,580,314 12,187,788 Core earnings per share 0.73$ 0.74$ 0.77$ 0.74$ 0.72$ 2.98$ 2.75$ Core Return on Average Assets: Core net income 10,004$ 10,167$ 9,467$ 9,096$ 8,697$ 37,427$ 33,501$ Average assets 2,296,115 2,249,282 2,170,869 2,248,134 2,289,582 2,239,468 2,217,423 Core return on average assets 1.74% 1.81% 1.74% 1.62% 1.52% 1.67% 1.51% Core Return on Average Tangible Common Equity: Average tangible common equity 277,099$ 248,017$ 227,493$ 215,886$ 207,630$ 224,757$ 190,424$ Core net income 10,004 10,167 9,467 9,096 8,697 37,427 33,501 Core return on average tangible common equity 14.44% 16.40% 16.65% 16.85% 16.75% 16.65% 17.59% Core Efficiency Ratio: Add: net interest income 20,478$ 20,810$ 20,222$ 20,059$ 19,340$ 80,431$ 77,584$ Add: non interest income 2,591 2,667 2,626 2,194 2,443 9,930 10,878 Operating revenue 23,069$ 23,477$ 22,848$ 22,253$ 21,783$ 90,361$ 88,462 Total noninterest expenses 11,087 10,623 10,552 10,725 10,581 42,481 46,061 Less: non-recurring expenses 603 - - 302 7 309 2,788 Core noninterest expenses 10,484 10,623 10,552 10,423 10,574 42,172 43,273 Core efficiency ratio 45.45% 45.25% 46.18% 46.84% 48.54% 46.67% 48.92% As of and for the Twelve Months Ended As of and for the Three Months Ended

EX-99.3 4 ea028776001ex99-3.htm PRESS RELEASE OF COMMERCIAL BANCGROUP, INC., DATED APRIL 27, 2026, ANNOUNCING THE DECLARATION OF A QUARTERLY CASH DIVIDEND AND A STOCK REPURCHASE PLAN

Exhibit 99.3

COMMERCIAL BANCGROUP, INC. ANNOUNCES QUARTERLY CASH DIVIDEND AND

SHARE REPURCHASE PROGRAM

HARROGATE, TN (April 27, 2026) – Commercial Bancgroup, Inc. (“Commercial”) (NASDAQ:CBK), the parent company for Commercial Bank, announced today that on April 27, 2026, the board of directors of Commercial (the “Board”) declared a quarterly cash dividend of $0.10 per share of Commercial common stock payable on June 30, 2026, to shareholders of record as of the close of business on June 15, 2026.

Commercial also announced that the Board authorized a stock repurchase plan (the “2026 Repurchase Program”) pursuant to which Commercial may repurchase, from time to time, up to an aggregate of $10 million of its outstanding common stock. The 2026 Repurchase Program will expire on April 30, 2027, unless extended by the Board.

“This stock repurchase authorization highlights our confidence in Commercial’s business and our outlook for continued growth,” stated Terry L. Lee, Commercial’s President and CEO. “We believe the stock repurchase plan is a solid investment for our shareholders and provides us with the opportunity to leverage our strong financial position to improve our earnings per share.”

Repurchases under the 2026 Repurchase Program may be effected from time to time in the open market, in privately negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in each case subject to applicable regulatory requirements and other factors that may be considered by Commercial in its sole discretion. Repurchases may also be made pursuant to a trading plan under Rule 10b5-1 of the Exchange Act, which would permit shares to be repurchased when Commercial might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions.

Commercial intends to fund the 2026 Repurchase Program with a combination of cash on hand and cash generated from ongoing operations, and repurchased shares will be become authorized but unissued shares. The 2026 Repurchase Program does not obligate Commercial to repurchase any particular amount of common stock and may be extended, modified, amended, suspended, or discontinued by the Board at any time. There can be no guarantee as to the exact number or value of shares that will be repurchased by Commercial. The timing and amount of share repurchases under the 2026 Repurchase Program will depend on a number of factors, including Commercial’s stock price performance, ongoing capital planning considerations, general market conditions, and applicable legal requirements.

About Commercial Bancgroup, Inc.

Contacts

Philip J. Metheny
Sr. Executive Vice President, Chief Financial Officer
Commercial Bancgroup, Inc.
ir@cbtn.com
423-869-5151

Roger Mobley
Executive Vice President, Chief Financial Officer
Commercial Bank
ir@cbtn.com
704-648-0185

Source

Commercial Bancgroup, Inc.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements” within the meaning of the U.S. federal securities laws. The statements in this press release that are not purely historical facts, including statements relating to Commercial’s continued growth, the benefits of and opportunities afforded by the 2026 Repurchase Program, the terms, timing, logistics, conditions, and utilization of the 2026 Repurchase Program, and the manner in which Commercial intends to fund stock repurchases under the 2026 Repurchase Program, are forward-looking statements. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other variations or comparable terminology and expressions. You should not place undue reliance on these forward-looking statements as actual future results may differ materially from those expressed or implied by any forward-looking statement. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in any forward-looking statements, including but not limited to: (1) business and economic conditions nationally, regionally and in our target markets, particularly in Kentucky, North Carolina and Tennessee and the particular geographic areas in which we operate; (2) the level of, or changes in the level of, interest rates and inflation, including the effects thereof on our earnings and financial condition and the market value of our investment securities and loan portfolios; (3) the concentration of our loan portfolio in real estate loans and changes in the prices, values and sales volumes of commercial and residential real estate; (4) the concentration of our business within our geographic areas of operation in Kentucky, North Carolina and Tennessee and neighboring markets; (5) credit and lending risks associated with our commercial real estate, commercial, and construction and land development loan portfolios; (6) risks associated with our focus on lending to small and medium-sized businesses; (7) our ability to maintain important deposit customer relationships, maintain our reputation or otherwise avoid liquidity risks; (8) changes in demand for our products and services; (9) the failure of assumptions and estimates underlying the establishment of allowances for possible credit losses and other asset impairments, losses, valuations of assets and liabilities and other estimates; (10) the sufficiency of our capital, including sources of such capital and the extent to which capital may be used or required; (11) our inability to maintain a “satisfactory” rating under the Community Reinvestment Act; (12) the risk that our cost of funding could increase in the event we are unable to continue to attract stable, low-cost deposits and reduce our cost of deposits; (13) our inability to raise necessary capital to fund our growth strategy and operations or to meet increased required minimum regulatory capital levels; (14) our ability to execute and prudently manage our growth and execute our business strategy, including expansionary activities; (15) the composition of and changes in our management team and our ability to attract, incentivize and retain key personnel; (16) the effects of competition from a wide variety of local, regional, national and other providers of financial, investment, trust and other wealth management services and insurance services, including the disruptive effects of financial technology and other competitors who are not subject to the same regulations as Commercial and Commercial Bank; (17) the deterioration of our asset quality or the value of collateral securing loans; (18) changes in accounting standards; (19) the effectiveness of our risk management framework, including internal controls; (20) severe weather, natural disasters, pandemics, epidemics, acts of war, terrorism, or other external events, such as the transition risk associated with climate change, and other matters beyond our control; (21) changes in technology or products that may be more difficult, more costly, or less effective than anticipated; (22) the risks of acquisitions and other expansionary activities, including without limitation our ability to identify and consummate transactions with potential future acquisition candidates, the time and costs associated with pursuing such transactions, our ability to successfully integrate operations as part of such transactions and our ability, and possible failures, to achieve expected gains, revenue growth, expense savings and/or other synergies from such transactions; (23) our ability to maintain our historical rate of growth; (24) failure to keep pace with technological change or difficulties when implementing new technologies; (25) systems failures or interruptions involving our risk management framework, our information technology and telecommunications systems or third-party service providers; (26) our ability to identify and address unauthorized data access, cyber-crime and other threats to data security and customer privacy; (27) our compliance with governmental and regulatory requirements, including the Bank Holding Company Act of 1956, as amended, and other laws relating to banking, consumer protection, securities and tax matters, and our ability to maintain licenses required in connection with mortgage origination, sale and servicing operations; (28) compliance with the Bank Secrecy Act of 1970, Office of Foreign Assets Control rules and anti-money laundering laws and regulations; (29) governmental monetary and fiscal policies; (30) changes in laws, rules, or regulations, or interpretations thereof, or policies relating to financial institutions or accounting, tax, trade, monetary or fiscal matters; (31) our ability to receive dividends from Commercial Bank and satisfy our obligations as they become due; (32) the institution and outcome of litigation and other legal proceedings against us or to which we become subject; (33) the limited experience of our management team in managing and operating a public company; (34) the incremental costs of operating as a public company; (35) our ability to meet our obligations as a public company, including our obligations under Section 404 of the Sarbanes-Oxley Act of 2002; and (36) other risks and factors described under the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, or in any of Commercial’s subsequent filings with the U.S. Securities and Exchange Commission. Commercial undertakes no obligation to update these forward-looking statements, as a result of changes in assumptions, new information, or otherwise, after the date of this press release, except as required by law.

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