Form 8-K

8-K — Commercial Bancgroup, Inc.

Accession: 0001213900-26-047976

Filed: 2026-04-27

Period: 2026-04-27

CIK: 0001981546

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0287760-8k_commercial.htm (Primary)

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

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

EX-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 (ea028776001ex99-3.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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0001981546

2026-04-27

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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

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 — EARNINGS RELEASE OF COMMERCIAL BANCGROUP, INC., DATED APRIL 27, 2026

EX-99.1

Filename: ea028776001ex99-1.htm · Sequence: 2

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.

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

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

$ 2.95

$ 2.58

Diluted earnings per share

$ 0.69

$ 0.74

$ 0.77

$ 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

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

0.11

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 %

0.00 %

0.01 %

0.03 %

0.01 %

Total allowance for credit losses to total loans

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 %

0.27 %

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

Number of full-time equivalent employees

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

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

122

Additional paid-in capital

38,536

38,377

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

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

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

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

(28 )

759

Net gains on sales of foreclosed assets

107

110

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

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

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

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

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

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 %

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

of and for the Three Months Ended

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

16,635

Charge-offs:

Commercial

real estate

(284 )

(18 )

(301 )

(49 )

Construction

and land development

Residential

real estate

(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

151

Construction and

land development

202

201

Residential

real estate

Commercial

Consumer

and other

Total

recoveries

126

139

235

510

170

Net

(charge-offs) recoveries

111

(262 )

(47 )

(120 )

(96 )

(525 )

(259 )

Provision

for credit losses

122

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 %

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 %

-0.03 %

-0.01 %

Loan Risk Ratings (unaudited)

Table

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

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

Substandard

596

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

Substandard

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

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

8,514

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

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

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

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

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 — INVESTOR PRESENTATION OF COMMERCIAL BANCGROUP, INC., DATED APRIL 27, 2026

EX-99.2

Filename: ea028776001ex99-2.htm · Sequence: 3

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

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

Appendix

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 — PRESS RELEASE OF COMMERCIAL BANCGROUP, INC., DATED APRIL 27, 2026, ANNOUNCING THE DECLARATION OF A QUARTERLY CASH DIVIDEND AND A STOCK REPURCHASE PLAN

EX-99.3

Filename: ea028776001ex99-3.htm · Sequence: 4

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.

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 Bancgroup, Inc. can be found on its website at ir.cbtn.com.

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.

[END]

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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