Commercial Bancgroup, Inc. Announces Results for the Fourth Quarter 2025
HARROGATE, TENNESSEE / ACCESS Newswire / January 26, 2026 / Commercial Bancgroup, Inc. ("Commercial" or the "Company") (Nasdaq:CBK), the parent company of Commercial Bank (the "Bank"), today announced net income less non-controlling interest of $9.9 million, or $0.72 per diluted common share, for the fourth quarter of 2025, compared to net income less non-controlling interest of $5.6 million, or $0.46 per diluted common share, for the fourth quarter of 2024.
On October 1, 2025, the Company priced its initial public offering (the "IPO") of 7,173,092 shares of its common stock 1,458,343 of which were sold by Commercial and 5,714,758 of which were sold by certain selling shareholders, at a public offering price of $24.00 per share.
Prior to September 18, 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.
Fourth Quarter 2025 Performance Highlights:
Net income of $9.9 million or $0.72 per diluted share
Return on average assets ("ROAA") of 1.76%
Return on average equity ("ROAE") of 15.26%; Return on average tangible common equity ("ROATCE") of 15.99%
Net interest margin of 4.01%, a decrease of 1 basis points from the third quarter of 2025
Efficiency ratio of 45.24%
Gross loans increased $106.3 million during the quarter, or 24% annualized, from the third quarter
Book value per share increased $0.78, or 16% annualized, to $20.81 and tangible book value per increased $0.91, or 19% annualized, to $19.96 at December 31, 2025 from the third quarter of 2025
Net charge-offs to average loans of 0.014% and Nonperforming assets to total assets of 0.28%
Redeemed $20.3 million of holding company debt
2025 highlights:
Net income less non-controlling interest of $36.9 million or $2.93 per share and $2.92 per diluted share for the twelve months ended December 31, 2025, compared to $31.4 million or $2.58 per share and $2.54 per diluted share for the twelve months ended December 31, 2024.
Return on average assets of 1.61% for the twelve months ended December 31, 2025, compared to 1.40% for the twelve months ended December 31, 2024.
Return on average shareholders' equity of 15.60% for the twelve months ended December 31, 2025, compared to 15.30% for the twelve months ended December 31, 2024.
Total operating revenue of $90.4 million for the twelve months ended December 31, 2025, compared to $88.5 million for the twelve months ended December 31, 2024.
Non-interest expense of $42.5 million for the twelve months ended December 31, 2025, compared to $46.1 million for the twelve months ended December 31, 2024.
Tangible book value per share of $19.96 per share as of December 31, 2025, compared to $17.11 per share as of December 31, 2024 (see non-GAAP reconciliation).
Efficiency ratio of 47.0% for the twelve months ended December 31, 2025, compared to 48.9% for the twelve months ended December 31, 2024.
Balance Sheet Trends
Total assets were $2.3 billion as of December 31, 2025, compared to $2.3 billion as of December 31, 2024. This was primarily due to a decrease in the loan portfolio during the first three quarters of the year offset by loan growth during the fourth quarter.
Total net loans were $1.9 billion as of December 31, 2025, an increase of $66.9 million, or 3.7%, from December 31, 2024. While the Bank experienced some large loan payoffs from long-term borrowers selling businesses during the year, the Bank had strong loan growth during the fourth quarter. Total net loans increased by $106.5 million or 6.1% from $1.7 billion as of September 30, 2025.
As of December 31, 2025, the Bank exceeded the minimum requirements to be well-capitalized for bank regulatory purposes, with a total risk-based capital ratio of 14.1%, a Tier 1 risk-based capital ratio of 13.1%, a common equity Tier 1 capital ratio of 13.1%, and a Tier 1 leverage ratio of 10.8%.
Total deposits were $1.8 billion as of December 31, 2025, a decrease of $122.9 million, or 6.3%, from December 31, 2024. This decrease was primarily driven by a $126.9 million reduction in brokered deposits to $48.0 million at December 31, 2025, from $174.9 million at December 31, 2024.
Noninterest bearing demand deposits increased $1.2 million, or 0.3%, to $397.8 million as of December 31, 2025, from $396.6 million as of December 31, 2024.
Non-brokered deposits were $1.8 billion as of December 31, 2025, an increase of $4.1 million, or 0.2%, from December 31, 2024. This increase was primarily driven by normal customer business cycles.
Asset quality decreased slightly with nonperforming assets to total assets of .28% as of December 31, 2025 and compared to .26% as of December 31, 2024. The allowance for credit losses to total loans decreased slightly to 0.95% as of December 31, 2025 from 1.00% as of December 31, 2014.
Net Income Before Income Taxes
Net income before income taxes was $47.7 million for the twelve months ended December 31, 2025, an increase of $7.2 million, or 17.6%, from the twelve months ended December 31, 2024. The increase was primarily the result of an increase in net interest income after provision for credit losses of $4.5 million or 6.0% and a decrease of noninterest expense of $3.6 million or 7.8%.
Non-Interest Income
Non-interest income was $9.9 million for the twelve months ended December 31, 2025, a decrease of $0.9 million, or 8.7%, from the twelve months ended December 31, 2024. This decrease was primarily due to one-time gains on the sale of bank property during 2024 of $0.4 million.
About Commercial Bancgroup, Inc.
Commercial Bancgroup, Inc. is a bank holding company headquartered in Harrogate, Tennessee. Through a wholly owned subsidiary, Commercial Bank, a Tennessee state-chartered bank, the Bank offers 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
Table 1A
As of and for the Three Months Ended
As of and for the Twelve Months Ended
December 31, 2025
September 30, 2025
June 30, 2025
March 31, 2025
December 31, 2024
December 31, 2025
December 31, 2024
$
29,958
$
30,021
$
30,859
$
30,766
$
31,334
$
121,604
$
123,213
9,148
9,799
10,800
11,426
11,566
41,173
45,629
20,810
20,222
20,059
19,340
19,768
80,431
77,584
150
-
-
-
6
150
1,829
20,660
20,222
20,059
19,340
19,762
80,281
75,755
2,666
2,626
2,194
2,443
3,000
9,930
10,878
10,621
10,552
10,725
10,581
13,916
42,480
46,061
12,705
12,296
11,528
11,202
8,846
47,731
40,572
2,792
2,829
2,658
2,510
3,235
10,789
8,886
9,913
9,467
8,870
8,692
5,611
36,942
31,686
-
-
-
-
-
-
276
9,913
9,467
8,870
8,692
5,611
36,942
31,410
(1) Considered non-GAAP financial measure - See "Non-GAAP Financial Measures" and reconciliation of GAAP to non-GAAP financial measures tables 10A - 10I
Commercial Bancgroup, Inc.
Financial Tables
(Unaudited)
Financial Highlights (unaudited)
As of and for the Three Months Ended
As of and for the Twelve Months Ended
December 31, 2025
September 30, 2025
June 30, 2025
March 31, 2025
December 31, 2024
December 31, 2025
December 31, 2024
$
0.72
$
0.77
$
0.72
$
0.71
$
0.46
$
2.93
$
2.58
$
0.72
$
0.77
$
0.73
$
0.72
$
0.46
$
2.92
$
2.54
$
20.81
$
20.03
$
19.22
$
18.48
$
18.18
$
20.81
$
18.18
$
19.96
$
19.05
$
18.22
$
17.45
$
17.11
$
19.96
$
17.11
13,697,987
12,239,644
12,239,644
12,239,644
12,113,114
13,697,987
12,113,114
13,835,816
12,188,624
12,137,013
12,137,013
12,301,998
13,835,816
12,367,248
(1) Considered non-GAAP financial measure - See "Non-GAAP Financial Measures" and reconciliation of GAAP to non-GAAP financial measures tables 10A - 10I
Financial Highlights (unaudited)
As of and for the Three Months Ended
As of and for the Twelve Months Ended
December 31, 2025
September 30, 2025
June 30, 2025
March 31, 2025
December 31, 2024
December 31, 2025
December 31, 2024
$
2,291,112
$
2,214,408
$
2,262,511
$
2,266,878
$
2,301,211
$
2,291,112
$
2,301,211
43,137
29,556
30,113
48,830
47,938
43,137
47,938
97,728
131,915
157,452
140,019
128,217
97,728
128,217
1,873,533
1,767,193
1,791,516
1,795,178
1,806,997
1,873,533
1,806,997
17,830
17,942
17,989
18,109
18,205
17,830
18,205
12,767
13,149
13,546
13,938
14,339
12,767
14,339
1,815,734
1,780,634
1,851,248
1,902,207
1,938,597
1,815,734
1,938,597
1,665,470
1,631,921
1,628,816
1,659,301
1,669,380
1,665,470
1,669,380
166,838
162,760
148,509
109,090
109,165
166,838
109,165
285,090
245,153
235,268
226,180
220,256
285,090
220,256
(1) Considered non-GAAP financial measure - See "Non-GAAP Financial Measures" and reconciliation of GAAP to non-GAAP financial measures tables 10
Financial Highlights (unaudited)
Table 1B
As of and for the Three Months Ended
As of and for the Twelve Months Ended
December 31, 2025
September 30, 2025
June 30, 2025
March 31, 2025
December 31, 2024
December 31, 2025
December 31, 2024
$
12,855
$
12,296
$
11,528
$
11,202
$
8,851
$
47,881
$
42,401
1.76
1.69
1.57
1.52
0.99
1.61
1.40
15.26
15.81
15.57
15.81
10.38
15.60
15.30
15.99
16.65
16.43
16.75
11.03
16.44
16.49
3.34
3.32
3.11
2.98
3.10
3.20
3.05
4.01
4.02
3.84
3.63
3.77
3.87
3.75
1.88
2.07
2.18
2.25
2.31
2.10
2.31
45.24
46.19
48.20
48.57
61.12
47.01
48.92
0.47
0.48
0.39
0.43
0.53
0.44
0.49
1.89
1.94
1.91
1.85
2.47
1.90
2.08
1.38
1.36
1.31
1.30
1.31
1.34
1.32
0.12
0.11
0.10
0.10
0.09
0.11
0.09
(1) Considered non-GAAP financial measure - See "Non-GAAP Financial Measures" and reconciliation of GAAP to non-GAAP financial measures tables 10
Commercial Bancgroup, Inc.
Financial Tables
(Unaudited)
Financial Highlights (unaudited)
As of and for the Three Months Ended
As of and for the Twelve Months Ended
December 31, 2025
September 30, 2025
June 30, 2025
March 31, 2025
December 31, 2024
December 31, 2025
December 31, 2024
0.01
%
0.00
%
0.01
%
0.01
%
0.00
%
0.03
%
0.01
%
0.95
1.02
1.00
1.01
1.01
0.95
1.01
286
%
333
%
307
%
375
%
360
%
286
%
360
%
0.33
%
0.31
%
0.33
%
0.27
%
0.28
%
0.33
%
0.28
%
0.28
%
0.27
%
0.30
%
0.24
%
0.26
%
0.28
%
0.26
%
Commercial Bancgroup, Inc.
Financial Tables
(Unaudited)
Financial Highlights (unaudited)
As of and for the Three Months Ended
As of and for the Twelve Months Ended
December 31, 2025
September 30, 2025
June 30, 2025
March 31, 2025
December 31, 2024
December 31, 2025
December 31, 2024
103.18
%
99.25
%
96.77
%
94.37
%
93.21
%
103.18
%
93.21
%
21.91
%
22.39
%
22.53
%
22.05
%
20.46
%
21.91
%
20.46
%
12.44
%
11.07
%
10.40
%
9.98
%
9.57
%
12.44
%
9.57
%
12.00
%
10.59
%
9.92
%
9.48
%
9.07
%
12.00
%
9.07
%
12.19
%
11.03
%
10.22
%
9.63
%
9.51
%
12.19
%
9.51
%
14.99
%
12.83
%
12.26
%
11.62
%
11.11
%
14.99
%
11.11
%
15.96
%
14.12
%
13.55
%
12.90
%
12.37
%
15.96
%
12.37
%
34
34
34
34
34
34
34
287
287
289
284
279
287
279
(1) Considered non-GAAP financial measure - See "Non-GAAP Financial Measures" and reconciliation of GAAP to non-GAAP financial measures tables 10
Commercial Bancgroup, Inc.
Financial Tables
(Unaudited)
Quarter End Balance Sheets (unaudited)
Table 2
December 31, 2025
September 30, 2025
June 30, 2025
March 31, 2025
December 31, 2024
$
118,989
$
122,945
$
108,501
$
113,190
$
134,455
25,329
31,841
42,782
37,303
43,743
140,865
161,471
187,565
188,849
176,155
1,873,533
1,767,193
1,791,516
1,795,178
1,806,997
(17,830
)
(17,942
)
(17,989
)
(18,109
)
(18,205
)
1,855,703
1,749,251
1,773,527
1,777,069
1,788,792
49,765
50,268
50,337
50,038
50,288
253
533
861
565
832
46,648
46,482
46,480
46,191
45,883
12,767
13,149
13,546
13,938
14,339
1,427
1,427
1,029
1,029
1,079
39,366
37,041
37,883
38,706
45,645
$
2,291,112
$
2,214,408
$
2,262,511
$
2,266,878
$
2,301,211
913,986
928,958
926,886
960,915
976,481
414,716
382,002
382,788
390,491
385,615
487,032
469,674
541,574
550,800
576,501
1,815,734
1,780,634
1,851,248
1,902,206
1,938,597
88,251
62,663
46,300
5,900
3,392
78,587
100,097
102,209
103,190
105,773
2,962
3,410
4,545
5,157
4,225
20,488
22,451
22,941
24,246
28,968
$
2,006,022
$
1,969,255
$
2,027,243
$
2,040,699
$
2,080,955
137
122
122
122
121
38,377
8,406
8,406
8,406
9,388
247,251
237,366
227,900
219,000
212,312
(675
)
(741
)
(1,160
)
(1,349
)
(1,565
)
285,090
245,153
235,268
226,179
220,256
$
2,291,112
$
2,214,408
$
2,262,511
$
2,266,878
$
2,301,211
Commercial Bancgroup, Inc.
Financial Tables
(Unaudited)
Statement of Operations (unaudited)
Table 3
As of and for the Three Months Ended
As of and for the Twelve Months Ended
December 31, 2025
September 30, 2025
June 30, 2025
March 31, 2025
December 31, 2024
December 31, 2025
December 31, 2024
$
27,866
$
28,074
$
28,432
$
27,930
$
28,422
$
112,301
$
113,391
739
929
1,070
975
764
3,714
2,679
114
102
116
110
91
442
368
157
156
148
160
184
621
700
1,082
760
1,093
1,591
1,872
4,526
6,075
29,958
30,021
30,859
30,766
31,333
121,604
123,213
8,441
8,654
9,717
10,294
10,377
37,107
40,352
18
55
44
31
40
148
205
689
1,090
1,039
1,101
1,149
3,919
5,072
9,148
9,799
10,800
11,426
11,566
41,174
45,629
20,810
20,222
20,059
19,340
19,767
80,430
77,584
150
-
-
-
5
150
1,829
20,660
20,222
20,059
19,340
19,762
80,280
75,755
779
735
674
655
882
2,844
3,041
13
20
2
(28
)
347
38
759
48
110
1
3
2
161
153
877
846
891
799
849
3,413
3,281
342
306
336
308
323
1,292
1,199
607
609
290
706
597
2,182
2,445
2,666
2,626
2,194
2,443
3,000
9,930
10,878
5,753
5,729
5,657
5,626
8,021
22,764
24,873
734
738
774
875
1,135
3,264
3,786
1,068
1,103
1,151
1,207
842
4,530
4,235
234
267
245
226
254
972
1,129
229
136
286
195
37
846
1,017
1,001
955
803
948
992
3,706
4,109
1,602
1,624
1,809
1,504
2,635
6,397
6,912
10,621
10,552
10,725
10,581
13,916
42,479
46,061
12,705
12,296
11,528
11,202
8,846
47,731
40,572
2,792
2,829
2,658
2,510
3,235
10,789
8,886
9,913
9,467
8,870
8,692
5,611
36,942
31,686
-
-
-
-
-
-
276
$
9,913
$
9,467
$
8,870
$
8,692
$
5,611
$
36,942
$
31,410
QTD Average Balances and Yields/Rates (unaudited)
Table 4
Three Months Ended
December 31, 2025
September 30, 2025
Average
Balance
Interest
Yield/
Rate
Average
Balance
Interest
Yield/
Rate
$
1,807,127
$
27,866
6.2
%
$
1,767,379
$
28,074
6.4
%
152,782
1,011
2.6
%
169,679
1,187
2.8
%
116,517
1,081
3.7
%
76,746
760
4.0
%
2,076,426
29,958
5.8
%
2,013,804
30,021
6.0
%
(17,954
)
(17,971
)
190,810
175,036
2,249,282
2,170,869
518,495
2,647
2.0
%
509,726
2,806
2.2
%
427,419
1,585
1.5
%
380,421
1,396
1.5
%
475,972
4,209
3.5
%
486,555
4,452
3.7
%
60,781
444
2.9
%
61,827
455
2.9
%
24,953
263
4.2
%
45,934
690
6.0
%
1,507,620
9,148
2.4
%
1,484,463
9,799
2.6
%
434,578
413,376
47,299
33,557
481,877
446,933
259,785
239,473
2,249,282
2,170,869
20,810
20,222
3.3
%
3.3
%
4.0
%
4.0
%
2.37
%
2.51
%
2.43
%
2.64
%
YTD Average Balances and Yields/Rates (unaudited)
Table 5
Twelve Months Ended
December 31, 2025
December 31, 2024
Average Balance
Interest
Yield/ Rate
Average Balance
Interest
Yield/ Rate
1,791,550
112,301
6.27
%
1,738,433
113,391
6.52
%
173,927
4,777
2.75
%
204,554
3,747
1.83
%
112,578
4,526
4.02
%
123,380
6,075
4.92
%
2,078,055
121,604
5.85
%
2,066,367
123,213
5.96
%
(18,102
)
(17,568
)
179,515
168,624
2,239,468
2,217,423
533,325
11,730
2.20
%
497,662
11,757
2.36
%
396,126
5,902
1.49
%
403,563
6,665
1.65
%
519,390
19,475
3.75
%
546,599
21,931
4.01
%
62,419
1,778
2.85
%
72,540
1,983
2.73
%
40,109
2,288
5.71
%
47,746
3,293
6.90
%
1,551,369
41,173
2.65
%
1,568,110
45,629
2.91
%
412,956
409,405
38,373
33,286
451,329
442,691
236,770
206,622
2,239,468
2,217,423
80,431
77,584
3.20
%
3.05
%
3.87
%
3.75
%
Commercial Bancgroup, Inc.
Financial Tables
(Unaudited)
Loan Data (unaudited)
Table 6
As of Quarter Ended
December 31, 2025
September 30, 2025
June 30, 2025
March 31, 2025
December 31, 2024
Amount
% of Total
Amount
% of Total
Amount
% of Total
Amount
% of Total
Amount
% of Total
1,113,440
57
%
1,002,192
57
%
1,016,229
57
%
1,029,444
57
%
1,006,207
55
%
176,688
11
%
201,399
11
%
189,187
11
%
180,066
10
%
199,800
11
%
377,943
21
%
376,769
21
%
376,442
21
%
372,338
21
%
369,308
20
%
14,824
1
%
14,831
1
%
15,290
1
%
16,406
1
%
16,816
1
%
174,248
9
%
154,732
9
%
178,832
10
%
182,186
10
%
201,593
11
%
15,417
1
%
16,009
1
%
14,636
1
%
14,908
1
%
15,214
1
%
7,450
0
%
7,642
0
%
7,772
0
%
7,505
0
%
6,744
0
%
1,880,010
100
%
1,773,574
100
%
1,798,388
100
%
1,802,853
100
%
1,815,682
100
%
6,477
6,381
6,872
7,675
8,685
17,830
17,942
17,989
18,109
18,205
1,855,703
1,749,251
1,773,527
1,777,069
1,788,792
Commercial Bancgroup, Inc.
Financial Tables
(Unaudited)
Nonperforming Assets (unaudited)
Table 7
As of the Quarter Ended
December 31, 2025
September 30, 2025
June 30, 2025
March 31, 2025
December 31, 2024
$
6,245
$
5,390
$
5,846
$
4,808
$
5,059
-
-
6
20
2
6,245
5,390
5,852
4,828
5,061
253
533
861
565
832
$
6,498
$
5,923
$
6,713
$
5,393
$
5,893
$
17,830
$
17,942
$
17,989
$
18,109
$
18,205
$
1,873,533
$
1,767,193
$
1,791,516
$
1,795,178
$
1,806,997
0.33
%
0.31
%
0.33
%
0.27
%
0.28
%
0.35
%
0.34
%
0.37
%
0.30
%
0.33
%
286
%
333
%
307
%
375
%
360
%
0.95
%
1.02
%
1.00
%
1.01
%
1.01
%
0.27
%
0.24
%
0.26
%
0.21
%
0.22
%
0.28
%
0.27
%
0.30
%
0.24
%
0.26
%
Allowance for credit losses (unaudited)
Table 8
As of and for the Three Months Ended
As of and for the Twelve Months Ended
December 31, 2025
September 30, 2025
June 30, 2025
March 31, 2025
December 31, 2024
December 31, 2025
December 31, 2024
$
1,807,127
$
1,767,379
$
1,795,846
$
1,794,477
$
1,769,580
$
1,791,550
$
1,738,433
1,873,533
1,767,193
1,791,516
1,795,178
1,806,997
1,873,533
1,806,997
17,942
17,989
18,109
18,205
18,291
18,205
16,635
(284
)
-
(18
)
-
-
(301
)
(49
)
-
-
-
-
-
-
(121
)
-
(105
)
(121
)
(52
)
(48
)
-
-
(314
)
(5
)
(362
)
(177
)
(13
)
(186
)
(34
)
(17
)
-
(251
)
(151
)
(345
)
(186
)
(173
)
(331
)
(110
)
(1,035
)
(429
)
-
108
33
10
19
151
75
-
-
-
202
-
202
20
26
2
16
-
64
9
7
1
3
-
-
11
54
56
4
15
7
5
83
32
83
139
53
235
24
511
170
(262
)
(47
)
(120
)
(96
)
(86
)
(524
)
(259
)
150
-
-
-
-
150
1,829
$
17,830
$
17,942
$
17,989
$
18,109
$
18,205
$
17,831
$
18,205
0.95
%
1.02
%
1.00
%
1.01
%
1.01
%
0.95
%
1.01
%
-0.01
%
0.00
%
-0.01
%
-0.01
%
0.00
%
-0.03
%
-0.01
%
Commercial Bancgroup, Inc.
Financial Tables
(Unaudited)
Loan Risk Ratings (unaudited)
Table 9
As of the Quarter Ended
December 31, 2025
September 30, 2025
June 30, 2025
March 31, 2025
December 31, 2024
$
1,104,532
$
999,788
$
1,012,190
$
1,023,884
$
1,002,113
8,814
1,776
2,515
4,182
3,605
94
628
1,524
1,378
489
$
1,113,440
$
1,002,192
$
1,016,229
$
1,029,444
$
1,006,207
$
176,014
$
201,363
$
189,149
$
180,066
$
199,098
78
-
-
-
702
596
36
38
-
-
$
176,688
$
201,399
$
189,187
$
180,066
$
199,800
$
371,583
$
371,226
$
371,353
$
367,216
$
363,952
833
838
849
854
865
5,527
4,705
4,240
4,268
4,491
$
377,943
$
376,769
$
376,442
$
372,338
$
369,308
$
14,824
$
14,831
$
15,290
$
16,406
$
16,816
-
-
-
-
-
-
-
-
-
$
14,824
$
14,831
$
15,290
$
16,406
$
16,816
$
173,324
$
153,819
$
177,969
$
181,255
$
200,976
793
733
747
808
543
131
180
116
123
74
$
174,248
$
154,732
$
178,832
$
182,186
$
201,593
$
15,317
$
15,974
$
14,594
$
14,866
$
15,159
21
5
6
7
8
79
30
36
35
47
$
15,417
$
16,009
$
14,636
$
14,908
$
15,214
$
7,451
$
7,642
$
7,773
$
7,506
$
6,744
-
-
-
-
-
-
-
-
-
$
7,451
$
7,642
$
7,773
$
7,506
$
6,744
$
1,863,045
$
1,764,643
$
1,788,318
$
1,791,199
$
1,804,858
10,539
3,352
4,117
5,851
5,723
6,427
5,579
5,954
5,804
5,101
$
1,880,011
$
1,773,574
$
1,798,389
$
1,802,854
$
1,815,682
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. 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 acquisition related expenses, net of the related tax effect of acquisition related 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 year.
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 acquisition related 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.
Our management believes that these non-GAAP financial measures and the information they provide are useful to investors since these measures permit investors to view our performance using the same tools that our management uses to evaluate our performance. In addition to the foregoing, our management believes that the "core" metrics described above assist users of the Company's financial statements with their financial analysis period-over-period as they exclude certain non-recurring items. While we believe that these non-GAAP financial measures are useful in evaluating our performance, these non-GAAP financial measures should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate these non-GAAP financial measures may differ from that of other companies reporting measures with similar names.
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
December 31, 2025
September 30, 2025
June 30, 2025
March 31, 2025
December 31, 2024
December 31, 2025
December 31, 2024
$
12,705
$
12,296
$
11,528
$
11,202
$
8,846
$
47,731
$
40,572
150
-
-
-
5
150
1,829
$
12,855
$
12,296
$
11,528
$
11,202
$
8,851
$
47,881
$
42,401
$
285,090
$
245,153
$
235,268
$
226,179
$
220,256
285,090
220,256
-
-
8,511
8,511
8,511
8,511
8,514
8,511
8,514
3,164
3,448
3,744
4,035
4,331
3,164
4,331
$
273,415
$
233,194
$
223,013
$
213,633
$
207,411
$
273,415
$
207,411
$
2,249,282
$
2,170,869
$
2,248,134
$
2,289,582
$
2,255,565
$
2,239,468
$
2,217,423
12,855
12,296
11,528
11,202
8,851
47,881
42,401
2.29
%
2.27
%
2.05
%
1.96
%
1.57
%
2.14
%
1.91
%
$
259,784
$
239,473
$
227,883
$
219,940
$
216,140
$
236,770
$
206,622
11,767
11,980
11,997
12,310
12,676
$
12,014
13,497
-
-
-
-
-
-
2,701
248,017
227,493
215,886
207,630
203,464
224,757
190,424
9,913
9,467
8,870
8,692
5,611
36,942
31,410
15.99
%
16.65
%
16.43
%
16.75
%
11.03
%
16.44
%
16.49
%
$
273,415
$
233,194
$
223,013
$
213,633
$
207,411
$
273,415
$
207,411
13,697,987
12,239,644
12,239,644
12,239,644
12,113,114
13,697,987
12,113,114
$
19.96
$
19.05
$
18.22
$
17.45
$
17.12
$
19.96
$
17.12
$
273,415
$
233,194
$
223,013
$
213,633
$
207,411
$
273,415
$
207,411
2,291,112
2,214,408
2,262,511
2,266,878
2,301,211
2,291,112
2,301,211
12,767
13,149
13,546
13,938
14,339
12,767
14,339
2,278,345
2,201,258
2,248,965
2,252,940
2,286,872
2,278,345
2,286,872
12.00
%
10.59
%
9.92
%
9.48
%
9.07
%
12.00
%
9.07
%
$
1,815,734
$
1,780,634
$
1,851,248
$
1,902,206
$
1,938,597
$
1,815,734
1,938,597
102,294
100,743
97,209
97,537
94,567
102,294
94,567
47,970
47,970
125,223
145,375
174,918
47,970
174,918
$
1,665,470
$
1,631,921
$
1,628,816
$
1,659,294
$
1,669,112
$
1,665,470
$
1,669,112
$
9,913
$
9,467
$
8,870
$
8,692
$
5,611
$
36,942
31,410
-
-
302
7
131
309
2,788
-
-
(76
)
(2
)
(33
)
(78
)
(697
)
$
9,913
$
9,467
$
9,096
$
8,697
$
5,709
$
37,173
33,501
$
9,913
$
9,467
$
9,096
$
8,697
$
5,709
$
37,173
$
33,501
13,835,816
12,188,624
12,137,013
12,137,013
12,301,998
12,574,617
12,187,788
$
0.72
$
0.78
$
0.75
$
0.72
$
0.46
$
2.96
$
2.75
$
9,913
$
9,467
$
9,096
$
8,697
$
5,709
$
37,173
$
33,501
2,249,282
2,170,869
2,248,134
2,289,582
2,255,565
2,239,468
2,217,423
1.76
%
1.74
%
1.62
%
1.52
%
1.01
%
1.66
%
1.51
%
$
248,017
$
227,493
$
215,886
$
207,630
$
203,464
$
224,757
$
190,424
9,913
9,467
9,096
8,697
5,709
37,173
33,501
15.99
%
16.65
%
16.85
%
16.75
%
11.22
%
16.54
%
17.59
%
$
20,810
$
20,222
$
20,059
$
19,340
$
19,767
$
80,431
$
77,584
2,666
2,626
2,194
2,443
3,000
9,929
10,878
$
23,476
$
22,848
$
22,253
$
21,783
$
22,767
$
90,360
88,462
10,621
10,552
10,725
10,581
13,916
42,479
46,061
-
-
302
7
131
309
2,788
10,621
10,552
10,423
10,574
13,785
42,170
43,273
45.24
%
46.18
%
46.84
%
48.54
%
60.55
%
46.67
%
48.92
%
Contacts
Philip J. Metheny
Sr. Executive Vice President, Chief Financial Officer
Commercial Bancgroup, Inc.
[email protected]
423-869-5151 Ext. 3307
Roger Mobley
Executive Vice President, Chief Financial Officer
Commercial Bank
[email protected]
704-648-0185 Ext. 4118
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 the 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 secure 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, 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 fourth-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 Registration Statement on Form S-1/A (Registration No. 333-289862) filed with the U.S. Securities and Exchange Commission on September 22, 2025. 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.
SOURCE: Commercial Bancgroup, Inc.