コマーシャルバンクグループの適時開示・決算・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): July 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 July 27, 2026, Commercial Bancgroup, Inc., a Tennessee corporation (the “Company”), issued a press release announcing its financial results for the quarter ended June 30, 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 of results for the quarter ended June 30, 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 information contained in 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 7.01 Regulation FD Disclosure.

On July 27, 2026, the board of directors of the Company declared a quarterly cash dividend of $0.12 per share of the Company’s common stock (the “Dividend”) payable on September 30, 2026, to shareholders of record as of the close of business on September 15, 2026.

The Company’s press release announcing the Dividend 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		Press release of Commercial Bancgroup, Inc., dated July 27, 2026.
99.2		Investor Presentation of Commercial Bancgroup, Inc., dated July 27, 2026.
99.3		Press release of Commercial Bancgroup, Inc., dated July 27, 2026, announcing the declaration of a quarterly cash dividend.
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: July 27, 2026	By:	/s/ Terry L. Lee
		Terry L. Lee
		President and Chief Executive Officer

EX-99.1 2 ea029912701ex99-1.htm PRESS RELEASE OF COMMERCIAL BANCGROUP, INC., DATED JULY 27, 2026

Exhibit 99.1

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

HARROGATE, TN –July 27, 2026 – Commercial Bancgroup, Inc. (“Commercial” or the “Company”) (Nasdaq: CBK), the parent company of Commercial Bank (the “Bank”), today announced net income of $10.2 million, or $0.75 per common share, for the second quarter of 2026, compared to net income of $8.9 million, or $0.73 per common share, for the second quarter of 2025. Core (net of any one-time adjustments) net income was $10.2 million, or $0.75 per common share, for the second quarter of 2026, compared to core net income of $9.1 million, or $0.75 per common share, for the second quarter of 2025.

Prior to Commercial’s initial public offering (“IPO”) of its 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.

Second Quarter 2026 Performance Highlights:

●

Net income of $10.2 million or $0.75 per common share; Core net income of $10.2 million or $0.75 per common share (see non-GAAP reconciliation)

●

Return on average assets (“ROAA”) of 1.78%; Core ROAA of 1.78% (see non-GAAP reconciliation)

●

Return on average equity (“ROAE”) of 13.73%; Core ROAE of 13.73% (see non-GAAP reconciliation)

●

Return on average tangible common equity (“ROATCE”) of 14.26%; Core ROATCE of 14.26% (see non-GAAP reconciliation)

●

Net interest margin of 4.06%, an increase of 18 basis points from the first quarter of 2026

●

Core efficiency ratio of 44.99% (see non-GAAP reconciliation)

●

Loans outstanding net of deferred fees and discounts increased $48.4 million during the quarter, or 2.6% from the first quarter of 2026

●

Book value per share increased $0.66, or 3.1%, to $22.09 and tangible book value per share increased $0.68, or 3.3%, to $21.28 at June 30, 2026 from $21.43 and $20.60, respectively, at March 31, 2026 (see non-GAAP reconciliation)

●

Net charge-offs to average loans of 0.00% and nonperforming assets to total assets of 0.31%

Year-To-Date Highlights:

●

Net income of $19.8 million or $1.44 per common share for the six months ended June 30, 2026, compared to $17.6 million or $1.44 per common share for the six months ended June 30, 2025

●

ROAA of 1.72% for the six months ended June 30, 2026, compared to 1.55% for the six months ended June 30, 2025

●

ROAE of 13.48% for the six months ended June 30, 2026, compared to 15.71% for the six months ended June 30, 2025

●

Total operating revenue of $47.2 million for the six months ended June 30, 2026, compared to $44.1 million for the six months ended June 30, 2025

●

Non-interest expense of $22.0 million for the six months ended June 30, 2026, compared to $21.3 million for the six months ended June 30, 2025

●

Book value per share of $22.09 as of June 30, 2026, compared to $19.22 as of June 30, 2025

●

Tangible book value per share of $21.28 as of June 30, 2026, compared to $18.22 as of June 30, 2025 (see non-GAAP reconciliation)

●

Core efficiency ratio of 45.2% for the six months ended June 30, 2026, compared to 47.7% for the six months ended June 30, 2025 (see non-GAAP reconciliation)

Balance Sheet Trends

Total assets were $2.4 billion as of June 30, 2026, compared to $2.3 billion as of June 30, 2025.

Loans outstanding net of deferred fees and discounts were $1.9 billion as of June 30, 2026, an increase of $149.0 million, or 8.3%, from June 30, 2025.

As of June 30, 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 11.6%.

Total deposits were $1.9 billion as of June 30, 2026, an increase of $21.9 million, or 1.2%, from June 30, 2025.

Noninterest bearing demand deposits increased $12.7 million, or 3.0%, to $428.4 million as of June 30, 2026, from $415.7 million as of June 30, 2025.

Non-brokered deposits were $1.8 billion as of June 30, 2026, an increase of $91.8 million, or 5.3%, from June 30, 2025. This increase was primarily driven by normal customer business cycles and deposit growth.

Asset quality declined slightly with nonperforming assets to total assets of 0.31% as of June 30, 2026 as compared to 0.30% as of June 30, 2025. The allowance for credit losses to total loans decreased to 0.96% as of June 30, 2026 from 1.00% as of June 30, 2025.

Net Income Before Income Taxes

Net income before income taxes was $12.9 million for the three months ended June 30, 2026, an increase of $1.3 million, or 11.6%, from the three months ended June 30, 2025. The increase was primarily the result of an increase in net interest income after provision for credit losses of $1.1 million or 5.3% and an increase in non-interest income of $0.4 million or 19.2%.

These increases were offset by an increase of noninterest expense of $0.1 million or 1.4%.

Non-Interest Income

Non-interest income was $2.7 million for the three months ended June 30, 2026, an increase of $0.4 million, or 19.2%, as compared to the three months ended June 30, 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 Six Months Ended
(dollars in thousands except per share amounts)	June 30, 2026		March 31, 2026		December 31, 2025		September 30, 2025		June 30, 2025		June 30, 2026		June 30, 2025
Selected Operating Data:
Interest and Dividend Income	$	30,154	$	29,463	$	29,958	$	30,021	$	30,859	$	59,617	$	61,625
Interest Expense		8,639		8,985		9,148		9,799		10,800		17,624		22,226
Net Interest Income		21,515		20,478		20,810		20,222		20,059		41,993		39,399
Provision for Credit Losses		399		122		463		-		-		521		-
Net Interest Income After Provision for Credit Losses		21,116		20,356		20,347		20,222		20,059		41,472		39,399
Noninterest Income		2,650		2,591		2,667		2,626		2,224		5,241		4,667
Noninterest Expense		10,872		11,087		10,623		10,552		10,725		21,959		21,306
Income Before Income Taxes		12,894		11,860		12,391		12,296		11,558		24,754		22,760
Provision for Income Taxes		2,678		2,326		2,224		2,829		2,658		5,004		5,168
Net Income		10,216		9,534		10,167		9,467		8,900		19,750		17,592
Less: Net Income Attributable to Noncontrolling Interest		-		-		-		-		-		-		-
Net Income attributable to Commercial Bancgroup, Inc.		10,216		9,534		10,167		9,467		8,900		19,750		17,592
Add: Non-recurring Expense Net of Taxes		-		470		-		-		226		470		231
Core Net Income (1)		10,216		10,004		10,167		9,467		9,126		20,220		17,823

(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 Six Months Ended
	June 30, 2026		March 31, 2026		December 31, 2025		September 30, 2025		June 30, 2025		June 30, 2026		June 30, 2025
Share and Per Share Data:
Basic earnings per share	$	0.75	$	0.70	$	0.74	$	0.77	$	0.73	$	1.44	$	1.44
Diluted earnings per share	$	0.74	$	0.70	$	0.74	$	0.77	$	0.73	$	1.44	$	1.44
Core (net of any one-time adjustments) net income per share (1)	$	0.75	$	0.73	$	0.74	$	0.77	$	0.75	$	1.48	$	1.46
Book value per share	$	22.09	$	21.43	$	20.83	$	20.03	$	19.22	$	22.09	$	19.22
Tangible book value per share (1)	$	21.28	$	20.60	$	19.98	$	19.05	$	18.22	$	21.28	$	18.22
Shares of common stock outstanding		13,701,270		13,697,987		13,697,987		12,239,644		12,239,644		13,701,270		12,239,644
Weighted average common shares outstanding		13,700,296		13,697,987		13,697,987		12,239,644		12,239,644		13,699,148		12,188,624
Weighted average diluted shares outstanding		13,722,727		13,712,162		13,704,030		12,240,568		12,239,644		13,721,579		12,188,624

(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 Six Months Ended
(dollars in thousands)	June 30, 2026		March 31, 2026		December 31, 2025		September 30, 2025		June 30, 2025		June 30, 2026		June 30, 2025
Selected Balance Sheet Data:
Total assets	$	2,376,584	$	2,328,789	$	2,291,455	$	2,214,408	$	2,262,511	$	2,376,584	$	2,262,511
Securities available-for-sale at fair value		38,553		42,175		43,137		29,556		30,113		38,553		30,113
Securities held-to-maturity, at carrying value, net of allowance for credit losses		94,343		96,387		97,728		131,915		157,452		94,343		157,452
Loans outstanding net of deferred fees and discounts		1,940,536		1,892,174		1,873,533		1,767,193		1,791,516		1,940,536		1,791,516
Allowance for credit losses		18,722		18,329		18,096		17,942		17,989		18,722		17,989
Goodwill and other intangible assets		12,012		12,392		12,767		13,149		13,546		12,012		13,546
Total deposits		1,873,172		1,892,217		1,815,734		1,780,634		1,851,248		1,873,172		1,851,248
Core deposits (1)		1,709,887		1,744,967		1,663,931		1,630,897		1,628,181		1,709,887		1,628,181
Other borrowings		175,817		118,248		166,838		162,760		148,509		175,817		148,509
Total Shareholders’ equity		302,618		293,518		285,344		245,153		235,268		302,618		235,268

(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 Six Months Ended
(dollars in thousands)	June 30, 2026		March 31, 2026		December 31, 2025		September 30, 2025		June 30, 2025		June 30, 2026		June 30, 2025
Performance Ratios:
Pre-tax pre-provision net income (PPNI) (1)	$	13,293	$	11,982	$	12,854	$	12,296	$	11,558	$	25,275	$	22,760
Return on average assets (ROAA)		1.78		1.66		1.81		1.74		1.57		1.72		1.55
Return on average equity (ROAE)		13.73		13.22		15.46		15.81		15.57		13.48		15.71
Core return on average assets (ROAA)(1)		1.78		1.74		1.81		1.74		1.62		1.76		1.57
Return on average tangible common equity (ROATCE) (1)		14.26		13.76		16.40		16.65		16.43		14.02		16.94
Net interest rate spread		3.44		3.27		3.34		3.32		3.11		3.35		3.07
Net interest margin		4.06		3.88		4.01		4.02		3.84		3.97		3.73
Cost of Funds		1.75		1.82		1.88		2.07		2.18		1.78		2.21
Efficiency ratio		44.99		48.06		45.25		46.18		48.13		46.49		48.35
CORE efficiency ratio (1)		44.99		45.45		45.25		46.18		46.78		45.21		47.65
Noninterest income to average assets		0.46		0.45		0.47		0.48		0.39		0.46		0.41
Noninterest expense to average assets		1.89		1.93		1.87		1.94		1.91		1.91		1.88
Average interest-earning assets to average interest-bearing liabilities		1.38		1.36		1.38		1.36		1.31		1.37		1.31
Average equity to average total assets		0.13		0.13		0.12		0.11		0.10		0.13		0.10

(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 Six Months Ended
	June 30, 2026			March 31, 2026			December 31, 2025			September 30, 2025			June 30, 2025			June 30, 2026			June 30, 2025
Asset Quality Data:
Net charge-offs to average loans		0.00	%		0.01	%		0.01	%		0.00	%		0.01	%		-0.01	%		0.01	%
Total allowance for credit losses to total loans		0.96	%		0.97	%		0.97	%		1.02	%		1.00	%		0.96	%		1.00	%
Total allowance for credit losses to nonperforming loans		281	%		313	%		290	%		333	%		307	%		281	%		307	%
Nonperforming loans to gross loans		0.34	%		0.31	%		0.33	%		0.31	%		0.33	%		0.34	%		0.33	%
Nonperforming assets to total assets		0.31	%		0.28	%		0.28	%		0.27	%		0.30	%		0.31	%		0.30	%

Financial Highlights (unaudited)

	As of and for the Three Months Ended															As of and for the Six Months Ended
	June 30, 2026			March 31, 2026			December 31, 2025			September 30, 2025			June 30, 2025			June 30, 2026			June 30, 2025
Balance Sheet and Capital Ratios (Commercial Bancgroup, Inc.):
Loan-to-deposit ratio		102.60	%		99.03	%		102.19	%		98.24	%		95.80	%		102.60	%		95.80	%
Noninterest bearing deposits to total deposits		22.87	%		21.22	%		21.91	%		22.39	%		22.53	%		22.87	%		22.53	%
Total shareholders’ equity to total assets		12.73	%		12.60	%		12.45	%		11.07	%		10.40	%		12.73	%		10.40	%
Tangible common equity to tangible assets (1)		12.33	%		12.18	%		12.01	%		10.59	%		9.92	%		12.33	%		9.92	%
Tier 1 leverage ratio		12.70	%		12.32	%		12.19	%		11.03	%		10.22	%		12.70	%		10.22	%
Common equity tier 1 ratio		14.55	%		14.73	%		14.99	%		12.83	%		12.26	%		14.55	%		12.26	%
Total risk-based capital ratio		15.48	%		15.68	%		15.96	%		14.12	%		13.55	%		15.48	%		13.55	%
Other
Number of branches		34			34			34			34			34			34			34
Number of full-time equivalent employees		293			287			287			287			289			293			289

(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)	June 30, 2026			March 31, 2026			December 31, 2025			September 30, 2025			June 30, 2025
Assets
Cash and due from banks	$	161,327		$	151,610		$	118,989		$	122,945		$	108,501
Federal funds sold		8,787			16,784			25,329			31,841			42,782
Investment securities		132,896			138,562			140,865			161,471			187,565
Gross loans less deferred fees and discounts		1,940,536			1,892,174			1,873,533			1,767,193			1,791,516
Allowance for credit losses		(18,722	)		(18,329	)		(18,096	)		(17,942	)		(17,989	)
Loans, net of allowance for credit losses		1,921,813			1,873,845			1,855,437			1,749,251			1,773,527
Premises and equipment, net		50,145			49,445			49,765			50,268			50,337
Foreclosed assets held for sale, net		755			575			253			533			861
Bank owned life insurance		46,619			46,469			46,648			46,482			46,480
Goodwill and other intangible assets		12,012			12,392			12,767			13,149			13,546
Deferred tax asset		1,076			1,056			1,003			1,427			1,029
Other		41,153			38,049			40,399			37,041			37,883
Total Assets	$	2,376,584		$	2,328,789		$	2,291,455		$	2,214,408		$	2,262,511

Liabilities and Shareholders’ Equity
Liabilities
Deposits
Demand		942,633			973,678			913,986			928,958			926,886
Savings, NOW and money market		413,904			415,132			414,716			382,002			382,788
Time		516,635			503,408			487,032			469,674			541,574
Total deposits		1,873,172			1,892,217			1,815,734			1,780,634			1,851,248
Short-term borrowings		102,570			45,068			88,251			62,663			46,300
Long-term debt		73,247			73,181			78,587			100,097			102,209
Interest Payable		2,575			2,644			2,962			3,410			4,545
Other Liabilities		22,402			22,161			20,576			22,451			22,941
Total Liabilites		2,073,966			2,035,271			2,006,110			1,969,255			2,027,243

Shareholders’ Equity
Common stock		137			137			137			122			122
Additional paid-in capital		38,683			38,536			38,377			8,406			8,406
Retained earnings		264,515			255,670			247,505			237,366			227,900
Accumulated other comprehensive loss		(717	)		(825	)		(675	)		(741	)		(1,160	)
Total Shareholders’ equity		302,618			293,518			285,344			245,153			235,268
Total liabilities and shareholders’ equity	$	2,376,584		$	2,328,789		$	2,291,454		$	2,214,408		$	2,262,511

Statement of Operations (unaudited)

Table 3

	For the Three Months Ended										As of and for the Six Months Ended
(dollars in thousands)	June 30, 2026		March 31, 2026		December 31, 2025		September 30, 2025		June 30, 2025		June 30, 2026		June 30, 2025
Interest and Dividend Income
Loans, including fees	$	28,396	$	27,675	$	27,866	$	28,074	$	28,432	$	56,071	$	56,362
Debt securities-taxable		832		838		739		929		1,070		1,670		2,045
Debt securities-tax-exempt		109		114		114		102		116		223		226
Dividends on restricted stock		151		147		157		156		148		298		308
Interest-bearing deposits		666		689		1,082		760		1,093		1,355		2,684
Total interest and dividend income		30,154		29,463		29,958		30,021		30,859		59,617		61,625

Interest expense
Deposits		8,032		8,315		8,441		8,654		9,717		16,347		20,011
Short-term borrowings		40		47		18		55		44		87		75
Long-term debt		567		623		689		1,090		1,039		1,190		2,140

Total interest expense		8,639		8,985		9,148		9,799		10,800		17,624		22,226
Net interest income		21,515		20,478		20,810		20,222		20,059		41,993		39,399

Provision for credit losses		399		122		463		-		-		521		-
Net interest income after provision for credit losses		21,116		20,356		20,347		20,222		20,059		41,472		39,399

Noninterest Income
Customer service fees		774		781		779		735		674		1,555		1,329
Net gains on sales of premises and equipment		30		-		44		20		32		30		4
Net gains on sales of foreclosed assets		-		107		48		110		-		107		3
ATM fees		977		854		877		846		892		1,831		1,691
Increase in BOLI		315		312		342		306		336		627		644
Other		554		537		577		609		290		1,091		996

Total noninterest income		2,650		2,591		2,667		2,626		2,224		5,241		4,667

	For the Three Months Ended										As of and for the Six Months Ended
(dollars in thousands)	June 30, 2026		March 31, 2026		December 31, 2025		September 30, 2025		June 30, 2025		June 30, 2026		June 30, 2025
Noninterest Expense
Salaries and employee benefits	$	5,683	$	5,716	$	5,753	$	5,729	$	5,657	$	11,399	$	11,283
Occupancy		856		843		877		738		916		1,699		1,791
Data processing		1,099		1,101		1,068		1,103		1,151		2,200		2,358
Deposit insurance premiums		202		242		234		267		245		444		471
Professional fees		440		209		229		136		286		649		481
Depreciation and amortization		942		933		1,001		955		803		1,875		1,751
Other		1,650		1,440		1,461		1,624		1,667		3,090		3,171
Loss on retirement of debt		-		603		-		-		-		603		-

Total noninterest expense		10,872		11,087		10,623		10,552		10,725		21,959		21,306

Income before income taxes		12,894		11,860		12,391		12,296		11,558		24,754		22,760
Provision for income taxes		2,678		2,326		2,224		2,829		2,658		5,004		5,168
Net Income		10,216		9,534		10,167		9,467		8,900		19,750		17,592
Less: Net Income Attributable to Noncontrolling Interest		-		-		-		-		-		-		-
Net Income attributable to Commercial Bancgroup, Inc.	$	10,216	$	9,534	$	10,167	$	9,467	$	8,900	$	19,750	$	17,592

QTD Average Balances and Yields/Rates (unaudited)

Table 4

	Three Months Ended
	June 30, 2026								March 31, 2026								December 31, 2025
(dollars in thousands)	Average Balance			Interest		Yield/ Rate			Average Balance			Interest		Yield/ Rate			Average Balance			Interest		Yield/ Rate

Interest Earning Assets
Gross loans, net of unearned income	$	1,902,119		$	28,396		6.0	%	$	1,883,103		$	27,675		5.9	%	$	1,807,127		$	27,866		6.2	%
Investment securities		138,726			1,092		3.1	%		140,223			1,099		3.1	%		152,782			1,010		2.6	%
Other interest-earning assets		77,015			666		3.5	%		85,953			689		3.2	%		116,517			1,082		3.7	%
Total interest-earning assets		2,117,860			30,154		5.7	%		2,109,279			29,463		5.6	%		2,076,426			29,958		5.8	%

Noninterest-earning assets:
Allowance for credit losses		(18,497	)							(18,283	)							(17,954	)
Noninterest-earning assets		202,388								205,119								190,810

Total Assets		2,301,751								2,296,115								2,249,282

Interest-bearing liabilities:
Interest-bearing DDAs		540,531			2,501		1.9	%		575,981			2,809		2.0	%		518,495			2,647		2.0	%
NOW, savings and MMDA deposits		417,468			1,415		1.4	%		412,533			1,425		1.4	%		427,419			1,585		1.5	%
Time Deposits		494,379			4,116		3.3	%		479,804			4,081		3.4	%		475,972			4,209		3.5	%
Federal Home Loan bank advances		60,270			452		3.0	%		60,522			467		3.1	%		60,781			444		2.9	%
Other borrowings		18,050			155		3.4	%		20,355			203		4.0	%		24,953			263		4.2	%
Total interest-bearing liabilities		1,530,698			8,639		2.3	%		1,549,195			8,985		2.3	%		1,507,620			9,148		2.4	%

Noninterest bearing liabilites:
Noninterest bearing deposits		444,701								430,842								434,578
Other liabilities		28,723								27,593								47,299
Total noninterest bearing liabilities		473,424								458,435								481,877
Shareholders’ equity		297,631								288,485								259,785

Total liabilities and shareholders’s equity		2,301,753								2,296,115								2,249,282
Net interest income					21,515								20,478								20,810
Net interest spread							3.44	%							3.27	%							3.40	%
Net interest margin							4.06	%							3.88	%							4.01	%
Cost interest bearing deposits							1.69	%							1.75	%							1.82	%
Cost of funds							1.75	%							1.82	%							1.88	%

YTD Average Balances and Yields/Rates (unaudited)

Table 5

	Six Months Ended
	June 30, 2026								June 30, 2025
(dollars in thousands)	Average Balance			Interest		Yield/ Rate			Average Balance			Interest		Yield/ Rate

Interest Earning Assets
Gross loans, net of unearned income		1,892,611			56,071		5.9	%		1,795,846			56,362		6.3	%
Investment securities		139,475			2,191		3.1	%		186,623			2,579		2.8	%
Other interest-earning assets		81,484			1,355		3.3	%		128,525			2,684		4.2	%
Total interest-earning assets		2,113,570			59,617		5.6	%		2,110,994			61,625		5.8	%

Noninterest-earning assets:
Allowance for credit losses		(18,390	)							(18,242	)
Noninterest-earning assets		203,754								176,107

Total Assets		2,298,934								2,268,859

Interest-bearing liabilities:
Interest-bearing DDAs		558,256			5,310		1.9	%		552,539			6,277		2.3	%
NOW, savings and MMDA deposits		415,001			2,840		1.4	%		388,331			2,922		1.5	%
Time Deposits		487,092			8,197		3.4	%		557,517			10,813		3.9	%
Federal Home Loan bank advances		60,396			919		3.0	%		63,534			74		0.2	%
Other borrowings		19,203			358		3.7	%		44,774			2,140		9.6	%
Total interest-bearing liabilities		1,539,948			17,624		2.3	%		1,606,695			22,226		2.8	%

Noninterest bearing liabilites:
Noninterest bearing deposits		437,772								401,935
Other liabilities		28,158								36,319
Total noninterest bearing liabilities		465,930								438,254
Shareholders’ equity		293,058								223,912
Total liabilities and shareholders’s equity		2,298,936								2,268,861
Net interest income					41,993								39,399
Net interest spread							3.35	%							3.07	%
Net interest margin							3.97	%							3.73	%

Cost of total deposits							1.72	%							2.11	%
Cost of total funding							1.78	%							2.21	%

Loan Data (unaudited)

Table 6

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

Real Estate Loans Commercial	$	1,140,480		59	%	$	1,114,516		59	%	$	1,113,440		59	%	$	1,002,192		57	%	$	1,016,229		57	%
Construction and land development		201,781		10	%		195,189		10	%		176,688		9	%		201,399		11	%		189,187		11	%
Residential		387,142		20	%		383,346		20	%		377,943		20	%		376,769		21	%		376,442		21	%
Other		18,336		1	%		14,511		1	%		14,824		1	%		14,831		1	%		15,290		1	%
Commercial		179,935		9	%		171,029		9	%		174,248		9	%		154,732		9	%		178,832		10	%
Consumer and other		19,535		1	%		19,497		1	%		22,867		1	%		23,651		1	%		22,408		1	%
Total loans		1,947,209		100	%		1,898,088		100	%		1,880,010		100	%		1,773,574		100	%		1,798,388		100	%
Deferred loan fees and discounts		6,673					5,914					6,477					6,381					6,872
Allowance for credit
Losses		18,722					18,329					18,096					17,942					17,989
Loans, net		1,921,813					1,873,845					1,855,437					1,749,251					1,773,527

Nonperforming Assets (unaudited)

Table 7

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

Nonaccrual loans	$	6,661		$	5,861		$	6,245		$	5,390		$	5,846
Past due loans 90 days and still accruing		-			-			-			-			6
Total nonperforming loans		6,661			5,861			6,245			5,390			5,852
Other real estate owned		755			575			253			533			861
Total nonperforming assets	$	7,416		$	6,436		$	6,498		$	5,923		$	6,713

Allowance for credit losses	$	18,722		$	18,329		$	18,096		$	17,942		$	17,989
Total loans outstanding at end of period net of deferred loan fees and discounts	$	1,940,536		$	1,892,174		$	1,873,533		$	1,767,193		$	1,791,516

Nonperforming loans to total loans		0.34	%		0.31	%		0.33	%		0.31	%		0.33	%
Nonperforming assets to total loans and OREO		0.38	%		0.34	%		0.35	%		0.34	%		0.37	%
Allowance for credit losses to nonperforming loans		281	%		313	%		290	%		333	%		307	%
Allowance for credit losses to total loans		0.96	%		0.97	%		0.97	%		1.02	%		1.00	%
Nonaccrual loans to total assets		0.28	%		0.25	%		0.27	%		0.24	%		0.26	%
Nonperforming assets to total assets		0.31	%		0.28	%		0.28	%		0.27	%		0.30	%

Allowance for credit losses (unaudited)

Table 8

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

Average loans outstanding	$	1,902,136		$	1,883,103		$	1,807,127		$	1,767,379		$	1,794,477		$	1,892,611		$	1,795,846
Total loans outstanding at end of period net of deferred loan fees and discounts		1,940,536			1,892,174			1,873,533			1,767,193			1,791,516			1,940,536			1,791,516
ACL balance, beginning of period		18,329			18,096			17,942			17,989			18,109			18,096			18,205
Charge-offs:
Commercial real estate		-			-			(284	)		-			(18	)		-			(18	)
Construction and land development		-			-			-			-			-			-			-
Residential real estate		-			-			-			-			(121	)		-			(121	)
Commercial		-			-			(48	)		-			-			-			(314	)
Consumer and other		(18	)		(15	)		(13	)		(186	)		(34	)		(33	)		(51	)
Total charge-offs		(18	)		(15	)		(345	)		(186	)		(173	)		(33	)		(504	)

Recoveries:
Commercial real estate		-			114			-			108			33			114			43
Construction and land development		-			-			-			-			-			-			202
Residential real estate		1			-			20			26			2			1			18
Commercial		1			1			7			1			3			2			3
Consumer and other		5			11			56			4			15			16			22
Total recoveries		7			126			83			139			53			133			288

Net (charge-offs) recoveries		(11	)		111			(262	)		(47	)		(120	)		100			(216	)
Provision for credit losses		404			122			416			-			-			526			-
ACL balance at end of period	$	18,722		$	18,329		$	18,096		$	17,942		$	17,989		$	18,722		$	17,989
Ratio of allowance to end of period loans		0.96	%		0.97	%		0.97	%		1.02	%		1.00	%		0.96	%		1.00	%
Ratio of net (charge-offs) recoveries to average loans		0.00	%		0.01	%		-0.01	%		0.00	%		-0.01	%		0.01	%		-0.01	%

Loan Risk Ratings (unaudited)

Table 9

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

Real Estate Loans
Commercial
Pass	$	1,131,324	$	1,105,529	$	1,104,532	$	999,788	$	1,012,190
Special mention		8,835		8,897		8,814		1,776		2,515
Substandard		321		90		94		628		1,524
Total Commercial	$	1,140,480	$	1,114,516	$	1,113,440	$	1,002,192	$	1,016,229
Construction and land development
Pass	$	201,389	$	194,983	$	176,014	$	201,363	$	189,149
Special mention		359		171		78		-		-
Substandard		32		35		596		36		38
Total Construction and land development	$	201,781	$	195,189	$	176,688	$	201,399	$	189,187
Residential
Pass	$	380,157	$	377,179	$	371,583	$	371,226	$	371,353
Special mention		631		545		833		838		849
Substandard		6,354		5,622		5,527		4,705		4,240
Total Residential	$	387,142	$	383,346	$	377,943	$	376,769	$	376,442
Other
Pass	$	18,336	$	14,511	$	14,824	$	14,831	$	15,290
Special mention		-		-		-		-		-
Substandard		-		-		-		-		-
Total Other	$	18,336	$	14,511	$	14,824	$	14,831	$	15,290
Commercial
Pass	$	179,002	$	170,093	$	173,324	$	153,819	$	177,969
Special mention		685		701		793		733		747
Substandard		248		235		131		180		116
Total Commercial	$	179,934	$	171,029	$	174,248	$	154,732	$	178,832
Consumer and Other
Pass	$	19,423	$	19,399	$	22,768	$	23,616	$	22,367
Special mention		34		44		21		5		6
Substandard		78		54		79		30		36
Total Consumer	$	19,535	$	19,497	$	22,868	$	23,651	$	22,409
Total loans
Pass	$	1,929,632	$	1,881,694	$	1,863,045	$	1,764,643	$	1,788,318
Special mention		10,543		10,358		10,539		3,352		4,117
Substandard		7,034		6,036		6,427		5,579		5,954
Total Gross loans	$	1,947,209	$	1,898,088	$	1,880,011	$	1,773,574	$	1,798,389

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 net income per share. We define core net income per share as core net income divided by weighted average common 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).

●

Pre-tax pre-provision net income. We define pre-tax pre-provision net income as pre-tax net income plus provision for loan and lease losses.

●

Core efficiency ratio. We define core efficiency ratio as noninterest expenses (less non-recurring expenses), divided by operating revenue (net interest plus total noninterest income). 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.

●

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.

●

Return on average tangible common equity ROATCE. We define return on average tangible common equity ROATC as net income divided by average common equity calculated based as total average shareholders’ equity less average intangible assets net of tax benefit.

●

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.

●

Tangible common equity to tangible assets. We define tangible common equity to tangible assets as tangible common equity divided by tangible assets calculated based as total assets net of intangible assets.

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)

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

Pre-Tax Pre-Provision Net Income:
Pre-tax income	$	12,894		$	11,860		$	12,391		$	12,296		$	11,558		$	24,754		$	22,760
Add: provision for loan and lease losses		399			122			463			-			-			521			-
Pre-tax pre-provision net income	$	13,293		$	11,982		$	12,854		$	12,296		$	11,558		$	25,275		$	22,760
Tangible Common Equity:
Shareholders’ equity	$	302,618		$	293,518		$	285,344		$	245,153		$	235,268			302,618			235,268
Less: non controlling interest																				-
Less: goodwill		8,511			8,511			8,511			8,511			8,511			8,511			8,511
Less: core deposit intangible (net of tax benefit)		2,594			2,875			3,164			3,448			3,744			2,594			3,744
Tangible common equity	$	291,513		$	282,132		$	273,669		$	233,194		$	223,013		$	291,513		$	223,013
Return on Average Tangible Common Equity:
Total average shareholders’ equity	$	297,631		$	288,485		$	259,784		$	239,473		$	227,883		$	293,058		$	223,912
Less: average intangible assets (net of tax benefit)		11,105			11,386			11,767			11,980			11,997		$	11,245			13,497
Less: average non controlling interest		-			-			-			-			-			-			2,701
Average common tangible equity		286,526			277,099			248,017			227,493			215,886			281,813			207,714
Net income to shareholders		10,216			9,534			10,167			9,467			8,900			19,750			17,592
Return on average common tangible equity		14.26	%		13.76	%		16.40	%		16.65	%		16.49	%		14.02	%		16.94	%
Tangible Book Value per Share:
Tangible common equity	$	291,513		$	282,132		$	273,669		$	233,194		$	223,013		$	291,513		$	223,013
Shares of common stock outstanding (weighted average)		13,700,296			13,697,987			13,697,987			12,239,644			12,239,644			13,699,148			12,188,624
Tangible book value per share, reported	$	21.28		$	20.60		$	19.98		$	19.05		$	18.22		$	21.28		$	18.22

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

Tangible Common Equity to Tangible Assets:
Tangible common equity	$	291,513		$	282,132		$	273,669		$	233,194		$	223,013		$	291,513		$	223,013
Total assets		2,376,584			2,328,789			2,291,455			2,214,408			2,262,511			2,376,584			2,262,511
Less: intangible assets		12,012			12,392			12,767			13,149			13,546			12,012			13,546
Tangible assets		2,364,572			2,316,397			2,278,688			2,201,258			2,248,965			2,364,572			2,248,965
Tangible common equity to tangible assets		12.33	%		12.18	%		12.01	%		10.59	%		9.92	%		12.33	%		9.92	%
Core Deposits:
Total Deposits	$	1,873,172		$	1,892,217		$	1,815,734		$	1,780,634		$	1,851,248		$	1,873,172			1,851,248
Less: Time deposits greater than $250,000		107,910			105,717			103,833			101,767			97,844			107,910			97,844
Less: Brokered deposits		55,375			41,533			47,970			47,970			125,223			55,375			125,223
Core deposits	$	1,709,887		$	1,744,967		$	1,663,931		$	1,630,897		$	1,628,181		$	1,709,887		$	1,628,181
Core Net Income:
Net income	$	10,216		$	9,534		$	10,167		$	9,467		$	8,900		$	19,750		$	17,592
Add: Non-recurring Expense		-			603			-			-			302			603			309
Less: tax effect		-			(133	)		-			-			(76	)		(133	)		(78	)
Core net income	$	10,216		$	10,004		$	10,167		$	9,467		$	9,126		$	20,220			17,823
Core Net Income per Share:
Core net income	$	10,216		$	10,004		$	10,167		$	9,467		$	9,126		$	20,220		$	17,823
Weighted average common shares outstanding		13,700,296			13,697,987			13,697,987			12,239,644			12,239,644			13,699,148			12,188,624
Core net income per share	$	0.75		$	0.73		$	0.74		$	0.77		$	0.75		$	1.48		$	1.46
Core Return on Average Assets:
Core net income	$	10,216		$	10,004		$	10,167		$	9,467		$	9,126		$	20,220		$	17,823
Average assets		2,301,752			2,296,115			2,249,282			2,170,869			2,248,134			2,298,934			2,268,859
Core return on average assets		1.78	%		1.74	%		1.81	%		1.74	%		1.62	%		1.76	%		1.57	%
Core Return on Average Tangible Common Equity:
Average tangible common equity	$	286,526		$	277,099		$	248,017		$	227,493		$	215,886		$	281,813		$	207,714
Core net income		10,216			10,004			10,167			9,467			9,126			20,220			17,823
Core return on average tangible common equity		14.26	%		14.44	%		16.40	%		16.65	%		16.91	%		14.35	%		17.16	%
Core Efficiency Ratio:
Add: net interest income	$	21,515		$	20,478		$	20,810		$	20,222		$	20,059		$	41,993		$	39,399
Add: non interest income		2,650			2,591			2,667			2,626			2,224			5,241			4,667
Operating revenue	$	24,165		$	23,069		$	23,477		$	22,848		$	22,283		$	47,234			44,066
Total noninterest expenses		10,872			11,087			10,623			10,552			10,725			21,959			21,306
Less: non-recurring expenses		-			603			-			-			302			603			309
Core noninterest expenses		10,872			10,484			10,623			10,552			10,423			21,356			20,997
Core efficiency ratio		44.99	%		45.45	%		45.25	%		46.18	%		46.78	%		45.21	%		47.65	%
Efficiency ratio		44.99	%		48.06	%		45.25	%		46.18	%		48.13	%		46.49	%		48.35	%

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.

EX-99.2 3 ea029912701ex99-2.htm INVESTOR PRESENTATION OF COMMERCIAL BANCGROUP, INC., DATED JULY 27, 2026

Exhibit 99.2

2Q26 Earnings Presentation July 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 Tennessee 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 securities laws. The statements in this presentation that are not purely historical facts, including statements regarding our growth strategy, our strategic focus and vision, and the scalability of our business model, 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 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, 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, valuations of assets and liabilities, and other calculations; (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 or maintain or 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 level of supervision and regulation 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 or costly or less effective than anticipated;

3 Important Notices and Disclaimers (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; and (35) our ability to meet our obligations as a public company, including our obligations under Section 404 of the Sarbanes-Oxley Act of 2002. Additional factors that could affect forward-looking statements in this presentation can be found in 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, filed 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 available 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 we are 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 forward-looking statements contained in this presentation speak only as of the date they are made, and the Company undertakes no obligation to review or update 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 principles in the U.S. ("GAAP") and, therefore, are considered non-GAAP financial measures. The Appendix to this presentation includes reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP. We use non-GAAP financial measures, certain of which are included in this presentation, 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. 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 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 similar 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, in part, upon data, forecasts, and other information that we obtained from regulatory sources, periodic industry publications, third-party studies and surveys, filings of public companies in our industry, internal company surveys, or other independent information publicly available to us. Although we believe such information is reliable and are not aware of any inaccuracies therein as of the date of this presentation, we have not independently verified this information, and this information 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 the 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 completeness of the information summarized herein or made available in connection with any further investigation of the Company. The Company disclaims any and all liability based on such information or errors therein or omissions therefrom.

5 Company Overview Headquarters: Harrogate, TN Branches2: 34 Total Assets: $2.4 Billion Total Loans: $1.9 Billion Total Deposits: $1.9 Billion 1Non-GAAP financial measure. See Appendix for a reconciliation of non-GAAP financial measures. 2Includes the banking facility located in our principal executive office. Note: Q226 percentages are annualized. Financial Highlights Franchise Map Louisville Lexington Nashville Chattanooga Knoxville Harrogate Kingsport Johnson City Bristol Charlotte Winston-Salem Kentucky Tennessee North Carolina Headquarters Current Branch Location or LPO Planned De Novo Branch Location Under Construction

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 49% demand deposits (as of June 30, 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

$11.20 $12.93 $14.43 $17.11 $19.98 $21.28 2021 2022 2023 2024 2025 YTD $1.58 $2.08 $2.54 $2.75 $2.98 $1.48 2021 2022 2023 2024 2025 YTD 7 Driving Shareholder Value is Our Top Priority Core Earnings Per Share1 Tangible Book Value Per Share1 Reported PPNI ($M)1 Core ROAA1 Core ROATCE1 Core Efficiency Ratio1 $25.7 $33.1 $43.0 $42.4 $47.9 $25.3 2021 2022 2023 2024 2025 YTD 1.14% 1.46% 1.56% 1.51% 1.67% 1.76% 2021 2022 2023 2024 2025 YTD 15.1% 17.2% 18.7% 17.6% 16.7% 14.4% 2021 2022 2023 2024 2025 YTD 56% 50% 47% 49% 46.7% 45.2% 2021 2022 2023 2024 2025 YTD 2 Combined Annual Growth Rate (CAGR) is from December 31, 2020 to December 31, 2025 for all graphs. 1Non-GAAP financial measure. See Appendix for a reconciliation of Non-GAAP financial measures.

$140 $158 $196 $220 $285 $303 2021 2022 2023 2024 2025 YTD $1,449 $1,421 $1,820 $1,939 $1,816 $1,873 2021 2022 2023 2024 2025 YTD $1,194 $1,318 $1,670 $1,789 $1,855 $1,922 2021 2022 2023 2024 2025 YTD $1,713 $1,742 $2,197 $2,301 $2,291 $2,377 2021 2022 2023 2024 2025 YTD 8 Consistent Balance Sheet Growth Total Assets ($M) Total Net Loans ($M) Total Deposits ($M) Total Equity ($M) Combined Annual Growth Rate (CAGR) is from December 31, 2020 to December 31, 2025 for all graphs

9 Key Markets Overview/Dynamics Charlotte, NC ■ 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 Nashville, TN ■ 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 Knoxville, 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 Tri-Cities, TN1 ■ 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 Community Markets ■ 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 Source: Demographic data provided by S&P Capital IQ Pro and sourced from Claritas based on U.S. Census data 1Tri-Cities, TN includes Kingsport, Bristol, and Johnson City, TN

8.1% 9.1% 12.0% 12.3% 10.2% 11.1% 15.0% 14.6% 11.4% 12.4% 16.0% 15.5% 2023 2024 2025 YTD TCE Ratio CET1 Ratio Total Risk-based Capital 10 Consolidated Capital Ratios Capital Position Capital Ratios (%) Simple Capital Structure 89% 90% 92% 94% 3% 2% 2% 0% 7% 8% 8% 6% 2023 2024 2025 YTD Common Equity Tier 1 Trust Preferred Tier 2 ACL 1Non-GAAP financial measure. See Appendix for a reconciliation of Non-GAAP financial measures. ■ 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) 2021 2022 2023 2024 2025 YTD Tang. Common Equity/Tang. Assets1 8.0% 9.0% 8.1% 9.1% 12.0% 12.3% Common Equity Tier 1 Capital 10.9% 11.5% 10.2% 11.1% 15.0% 14.6% Total Risk-based Capital 12.2% 12.8% 11.4% 12.4% 16.0% 15.5% Tier 1 Leverage 8.4% 9.5% 8.8% 9.5% 12.2% 12.7%

11 Valuable Deposit Franchise 24% 25% 22% 20% 24% 23% 23% 25% 25% 19% 14% 15% 5% 5% 4% 9% 10% 11% 16% 16% 12% 10% 11% 11% 21% 19% 18% 20% 22% 25% 12% 10% 18% 22% 20% 16% 1,449 1,421 1,820 1,939 1,816 1,873 $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 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 4.50% 2Q 2024 3Q 2024 4Q 2024 1Q 2025 2Q 2025 3Q 2025 4Q 2025 1Q 2026 2Q 2026 Cost of Deposits Interest-bearing DDAs Savings & MMDA Certificates of deposit Total deposits

Due in One Year or Less 20% Due after One Year Through Five Years 46% Due after Five Years 34% $150 $167 $160 $188 $174 $144 $216 $254 $337 $430 $466 $485 $257 $311 $317 $367 $357 $397 $624 $732 $814 $984 $997 $1,026 2021 2022 2023 2024 2025 2026Q2 C&I Owner Occupied CRE Non-owner Occupied CRE Fixed Rate 39% Adjustable Rate 61% 12 Loan Portfolio Detail Commercial Loan Growth ($M) Loan Maturity Schedule as of June 30, 2026 Loan Portfolio Highlights Fixed vs. Adjustable-Rate Loans As of June 30, 2026 ■ 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 Combined Annual Growth Rate (CAGR) is from December 31, 2020 to December 31, 2025 for all graphs

13 Loan Portfolio Detail C&I and Owner-occupied CRE by Industry ($M) As of June 30, 2026 Industry C&I CRE-OO Total % of Total Real estate rental and leasing 15,166 $ 60,903 $ 76,068 $ 12% Manufacturing 16,878 $ 9,788 $ 26,666 4% Finance and insurance 55,902 $ 8,744 $ 64,646 10% Other services (except public administration) 4,283 $ 21,016 $ 25,300 4% Retail trade 2,653 $ 22,580 $ 25,232 4% Health care and social assistance 6,606 $ 10,275 $ 16,881 3% Wholesale trade 4,497 $ 5,747 $ 10,243 2% Construction 14,723 $ 14,653 $ 29,377 5% Professional, scientific and technical services 427 $ 5,058 $ 5,486 1% Accommodation and food services 3,796 $ 311,757 $ 315,553 50% Transportation and warehousing 4,041 $ 776 $ 4,817 1% Information 2,070 $ - $ 2,070 0% Administrative and support and waste management and remediation services 2,796 $ 804 $ 3,601 1% Educational services 2,301 $ 1,264 $ 3,565 1% Mining 1,514 $ 145 $ 1,660 0% Agriculture, forestry, fishing and hunting 392 $ 195 $ 586 0% Utilities 49 $ - $ 49 0% Arts, entertainment and recreation 109 $ 1,365 $ 1,474 0% Public administration 2,017 $ 315 $ 2,332 0% Management of companies and enterprises - $ 1,462 $ 1,462 0% Other 3,712 7,734 11,446 2% Total 143,931 $ 484,583 $ 628,514 $ 100%

$7,981 $10,825 $16,967 $17,577 0.47% 0.60% 0.91% 0.90% 2023 2024 2025 YTD $7,095 $5,722 $6,276 $5,893 $6,498 $7,416 0.41% 0.33% 0.29% 0.26% 0.28% 0.31% 2021 2022 2023 2024 2025 2026Q2 14 Asset Quality Criticized and Classified Loans / Loans (%) Loan Loss Reserve / NPAs (%) NPAs and 90 Days Past Due / Assets (%) Net Charge-offs (Recoveries) / Average Loans (%) $113 ($1,092) $87 $259 $525 $100 0.01% -0.09% 0.01% 0.01% 0.03% 0.01% 2021 2022 2023 2024 2025 YTD $11,189 $13,448 $16,636 $18,205 $18,096 $18,722 158% 235% 265% 309% 278% 252% 2021 2022 2023 2024 2025 2026Q2 Dollar figures are in thousands ($000)

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

Appendix

17 (dollars in thousands, except per share data) June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025 June 30, 2026 June 30, 2025 Pre-Tax Pre-Provision Net Income: Pre-tax income 12,894 $ 11,860 $ 12,391 $ 12,296 $ 11,558 $ 24,754 $ 22,760 $ Add: provision for loan and lease losses 399 122 463 - - 521 - Pre-tax pre-provision net income 13,293 $ 11,982 $ 12,854 $ 12,296 $ 11,558 $ 25,275 $ 22,760 $ Tangible Common Equity: Shareholders' equity 302,618 $ 293,518 $ 285,344 $ 245,153 $ 235,268 $ 302,618 235,268 Less: non controlling interest - Less: goodwill 8,511 8,511 8,511 8,511 8,511 8,511 8,511 Less: core deposit intangible (net of tax benefit) 2,594 2,875 3,164 3,448 3,744 2,594 3,744 Tangible common equity 291,513 $ 282,132 $ 273,669 $ 233,194 $ 223,013 $ 291,513 $ 223,013 $ Return on Average Tangible Common Equity: Total average shareholders' equity $ 297,631 $ 288,485 259,784 $ 239,473 $ 227,883 $ 293,058 $ 223,912 $ Less: average intangible assets (net of tax benefit) 11,105 11,386 11,767 11,980 11,997 11,245 $ 13,497 Less: average non controlling interest - - - - - - 2,701 Average common tangible equity 286,526 277,099 248,017 227,493 215,886 281,813 207,714 Net income to shareholders 10,216 9,534 10,167 9,467 8,900 19,750 17,592 Return on average common tangible equity 14.26% 13.76% 16.40% 16.65% 16.49% 14.02% 16.94% Tangible Book Value per Share: Tangible common equity 291,513 $ 282,132 $ 273,669 $ 233,194 $ 223,013 $ 291,513 $ 223,013 $ Shares of common stock outstanding (weighted average) 13,700,296 13,697,987 13,697,987 12,239,644 12,239,644 13,699,148 12,188,624 Tangible book value per share, reported 21.28 $ 20.60 $ 19.98 $ 19.05 $ 18.22 $ 21.28 $ 18.22 $ As of and for the Six Months Ended Non-GAAP Reconciliations (unaudited) As of and for the Three Months Ended

18 (dollars in thousands, except per share data) June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025 June 30, 2026 June 30, 2025 Tangible Common Equity to Tangible Assets: Tangible common equity 291,513 $ 282,132 $ 273,669 $ 233,194 $ 223,013 $ 291,513 $ 223,013 $ Total assets 2,376,584 2,328,789 2,291,455 2,214,408 2,262,511 2,376,584 2,262,511 Less: intangible assets 12,012 12,392 12,767 13,149 13,546 12,012 13,546 Tangible assets 2,364,572 2,316,397 2,278,688 2,201,258 2,248,965 2,364,572 2,248,965 Tangible common equity to tangible assets 12.33% 12.18% 12.01% 10.59% 9.92% 12.33% 9.92% Core Deposits: Total Deposits 1,873,172 $ 1,892,217 $ 1,815,734 $ 1,780,634 $ 1,851,248 $ 1,873,172 $ 1,851,248 Less: Time deposits greater than $250,000 107,910 105,717 103,833 101,767 97,844 107,910 97,844 Less: Brokered deposits 55,375 41,533 47,970 47,970 125,223 55,375 125,223 Core deposits 1,709,887 $ 1,744,967 $ 1,663,931 $ 1,630,897 $ 1,628,181 $ 1,709,887 $ 1,628,181 $ Core Net Income: Net income 10,216 $ 9,534 $ 10,167 $ 9,467 $ 8,900 $ 19,750 $ 17,592 $ Add: Non-recurring Expense - 603 - - 302 603 309 Less: tax effect - (133) - - (76) (133) (78) Core net income 10,216 $ 10,004 $ 10,167 $ 9,467 $ 9,126 $ 20,220 $ 17,823 Core Net Income per Share: Core net income 10,216 $ 10,004 $ 10,167 $ 9,467 $ 9,126 $ 20,220 $ 17,823 $ Weighted average common shares outstanding 13,700,296 13,697,987 13,697,987 12,239,644 12,239,644 13,699,148 12,188,624 Core net income per share 0.75 $ 0.73 $ 0.74 $ 0.77 $ 0.75 $ 1.48 $ 1.46 $ Core Return on Average Assets: Core net income 10,216 $ 10,004 $ 10,167 $ 9,467 $ 9,126 $ 20,220 $ 17,823 $ Average assets 2,301,752 2,296,115 2,249,282 2,170,869 2,248,134 2,298,934 2,268,859 Core return on average assets 1.78% 1.74% 1.81% 1.74% 1.62% 1.76% 1.57% Core Return on Average Tangible Common Equity: Average tangible common equity 286,526 $ 277,099 $ 248,017 $ 227,493 $ 215,886 $ 281,813 $ 207,714 $ Core net income 10,216 10,004 10,167 9,467 9,126 20,220 17,823 Core return on average tangible common equity 14.26% 14.44% 16.40% 16.65% 16.91% 14.35% 17.16% Core Efficiency Ratio: Add: net interest income 21,515 $ 20,478 $ 20,810 $ 20,222 $ 20,059 $ 41,993 $ 39,399 $ Add: non interest income 2,650 2,591 2,667 2,626 2,224 5,241 4,667 Operating revenue 24,165 $ 23,069 $ 23,477 $ 22,848 $ 22,283 $ 47,234 $ 44,066 Total noninterest expenses 10,872 11,087 10,623 10,552 10,725 21,959 21,306 Less: non-recurring expenses - 603 - - 302 603 309 Core noninterest expenses 10,872 10,484 10,623 10,552 10,423 21,356 20,997 Core efficiency ratio 44.99% 45.45% 45.25% 46.18% 46.78% 45.21% 47.65% As of and for the Six Months Ended As of and for the Three Months Ended

EX-99.3 4 ea029912701ex99-3.htm PRESS RELEASE OF COMMERCIAL BANCGROUP, INC., DATED JULY 27, 2026, ANNOUNCING THE DECLARATION OF A QUARTERLY CASH DIVIDEND

Exhibit 99.3

COMMERCIAL BANCGROUP, INC. ANNOUNCES QUARTERLY CASH DIVIDEND

HARROGATE, TN (July 27, 2026) – Commercial Bancgroup, Inc. (“Commercial”) (NASDAQ:CBK), the parent company of Commercial Bank, announced today that the board of directors of Commercial declared a quarterly cash dividend of $0.12 per share of Commercial common stock payable on September 30, 2026, to shareholders of record as of the close of business on September 15, 2026. This cash dividend represents a $0.02, or 20.0%, increase over the $0.10 cash dividend paid during the second quarter of 2026.

“Our consistent profitability and performance metrics have enabled us to support growth and return value to shareholders. This dividend increase reflects our confidence in the long-term earnings and growth outlook of Commercial Bancgroup, Inc. and our commitment to our shareholders,” said Terry Lee, CEO and President of Commercial.

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 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, valuations of assets and liabilities and other calculations; (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 or maintain or 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.

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