Form 8-K

8-K — Commercial Bancgroup, Inc.

Accession: 0001213900-26-112550

Filed: 2026-10-26

Period: 2026-10-26

CIK: 0001981546

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0309472-8k_commercial.htm (Primary)

EX-99.1 — PRESS RELEASE OF COMMERCIAL BANCGROUP, INC., DATED OCTOBER 26, 2026 (ea030947201ex99-1.htm)

EX-99.2 — INVESTOR PRESENTATION OF COMMERCIAL BANCGROUP, INC., DATED OCTOBER 26, 2026 (ea030947201ex99-2.htm)

EX-99.3 — PRESS RELEASE OF COMMERCIAL BANCGROUP, INC., DATED OCTOBER 26, 2026, ANNOUNCING THE DECLARATION OF A QUARTERLY CASH DIVIDEND (ea030947201ex99-3.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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0001981546

2026-10-26

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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):

October 26, 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 October 26, 2026, Commercial Bancgroup, Inc.,

a Tennessee corporation (the “Company”), issued a press release announcing its financial results for the quarter

ended September 30, 2026 (the “Earnings Release”). A copy of the Earnings Release is included as Exhibit 99.1

to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference.

In conjunction with the Earnings Release, the Company

also made available an investor presentation of results for the quarter ended September 30, 2026 (the “Presentation”).

The Presentation, which is available under the “Investors” section of the Company’s website, located at https://www.cbtn.com/,

is included as Exhibit 99.2 to this Report and is incorporated herein by reference. Information on the Company’s website is not,

and will not be deemed to be, a part of this Report or incorporated into any other filings the Company may make with the U.S. Securities

and Exchange Commission.

The information contained in Item 2.02, including

the accompanying exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be

deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities

Act”), or the Exchange Act.

Item 7.01 Regulation FD Disclosure.

On October 26, 2026, the board of directors of

the Company declared a quarterly cash dividend of $0.12 per share of the Company’s common stock (the “Dividend”)

payable on December 30, 2026, to shareholders of record as of the close of business on December 15, 2026.

The Company’s press release announcing the Dividend

is attached as Exhibit 99.3 to this Report and is incorporated herein by reference.

The information contained in this Item 7.01, including

Exhibit 99.3 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject

to the liabilities under that section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities

Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

99.1

Press release of Commercial Bancgroup, Inc., dated October 26, 2026.

99.2

Investor Presentation of Commercial Bancgroup, Inc., dated October 26, 2026.

99.3

Press release of Commercial Bancgroup, Inc., dated October 26, 2026, announcing the declaration of a quarterly cash dividend.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMMERCIAL BANCGROUP, INC.

Date: October 26, 2026

By:

/s/ Terry L. Lee

Terry L. Lee

President and Chief Executive Officer

EX-99.1 — PRESS RELEASE OF COMMERCIAL BANCGROUP, INC., DATED OCTOBER 26, 2026

EX-99.1

Filename: ea030947201ex99-1.htm · Sequence: 2

Exhibit 99.1

Commercial

Bancgroup, Inc. Announces Results for the Third Quarter 2026

HARROGATE, TN – October 26, 2026 – Commercial Bancgroup,

Inc. (“Commercial” or the “Company”) (Nasdaq: CBK), the parent company of Commercial Bank (the “Bank”),

today announced net income of $10.9 million, or $0.79 per diluted common share, for the third quarter of 2026, compared to net income

of $9.5 million, or $0.77 per diluted common share, for the third quarter of 2025. Core (net of any one-time adjustments) net income

was $10.9 million, or $0.79 per diluted common share, for the third quarter of 2026, compared to core net income of $9.5 million, or

$0.77 per diluted common share, for the third quarter of 2025.

Prior

to Commercial’s initial public offering (“IPO”) of its common stock in October 2025, Commercial had three classes of

common stock outstanding: common stock, Class B common stock, and Class C common stock. On September 18, 2025, Commercial’s

charter was amended and restated. The Company’s amended and restated charter provided for, among other things:

● effective

upon the filing of the amended and restated charter, the reclassification and conversion

of (i) each outstanding share of Class B common stock into 1.15 shares of

common stock and (ii) each outstanding share of Class C common stock into 1.05 shares

of common stock (collectively, the “Stock Reclassification”); and

● effective

immediately following the Stock Reclassification, a 250-for-1 forward stock split in

respect of the outstanding shares of the Company’s common stock (the “Stock Split”).

Our

financial statements, including earnings per share and book value per share data, reflect the Stock Reclassification and Stock Split

retroactively. Because the IPO occurred after September 30, 2025, the financial impacts of the IPO are reflected in the fourth quarter

of 2025 in the financial statements presented in this press release.

Third

Quarter 2026 Performance Highlights:

● Net income of $10.9 million or $0.79 per diluted common share; Core

net income of $10.9 million or $0.79 per diluted common share (see non-GAAP reconciliation)

● Return

on average assets (“ROAA”) of 1.84%; Core ROAA of 1.84% (see non-GAAP reconciliation)

● Return

on average equity (“ROAE”) of 14.16%; Core ROAE of 14.16% (see non-GAAP reconciliation)

● Return

on average tangible common equity (“ROATCE”) of 14.68%; Core ROATCE of 14.68%

(see non-GAAP reconciliation)

● Net

interest margin of 4.14%, an increase of 8 basis points from the second quarter of 2026

● Core

efficiency ratio of 43.68% (see non-GAAP reconciliation)

● Loans

outstanding net of deferred fees and discounts increased $42.8 million during the quarter,

or 2.2% from the second quarter of 2026

● Book

value per share increased $0.62, or 2.8%, to $22.71 and tangible book value per share increased

$0.64, or 3.0%, to $21.92 at September 30, 2026 from $22.09 and $21.28, respectively, at

June 30, 2026 (see non-GAAP reconciliation)

● Net

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

Year-To-Date

Highlights:

● Net

income of $30.6 million or $2.23 per diluted common share for the nine months ended September

30, 2026, compared to $27.1 million or $2.22 per diluted common share for the nine months

ended September 30, 2025

● ROAA

of 1.76% for the nine months ended September 30, 2026, compared to 1.61% for the nine months

ended September 30, 2025

● ROAE

of 13.71% for the nine months ended September 30, 2026, compared to 15.75% for the nine months

ended September 30, 2025

● Total

operating revenue of $72.4 million for the nine months ended September 30, 2026, compared

to $66.9 million for the nine months ended September 30, 2025

● Noninterest

expense of $33.0 million for the nine months ended September 30, 2026, compared to $31.9

million for the nine months ended September 30, 2025

● Book

value per share of $22.71 as of September 30, 2026, compared to $20.03 as of September 30,

2025

● Tangible

book value per share of $21.92 as of September 30, 2026, compared to $19.05 as of September

30, 2025 (see non-GAAP reconciliation)

● Core

efficiency ratio of 44.7% for the nine months ended September 30, 2026, compared to 47.1%

for the nine months ended September 30, 2025 (see non-GAAP reconciliation)

Balance

Sheet Trends

Total

assets were $2.4 billion as of September 30, 2026, compared to $2.2 billion as of September 30, 2025.

Loans

outstanding net of deferred fees and discounts were $2.0 billion as of September 30, 2026, an increase of $216.1 million, or 12.2%, from

September 30, 2025.

of September 30, 2026, the Bank exceeded the minimum requirements to be well-capitalized for bank regulatory purposes, with a total risk-based

capital ratio of 14.2%, a Tier 1 risk-based capital ratio of 13.3%, a common equity Tier 1 capital ratio of 13.3%, and a Tier 1 leverage

ratio of 11.8%.

Total

deposits were $1.9 billion as of September 30, 2026, an increase of $106.8 million, or 6.0%, from September 30, 2025.

Noninterest-bearing

demand deposits increased $9.6 million, or 2.4%, to $408.2 million as of September 30, 2026, from $398.6 million as of September 30,

2025.

Non-brokered

deposits were $1.8 billion as of September 30, 2026, an increase of $107.5 million, or 6.2%, from September 30, 2025. This increase was

primarily driven by normal customer business cycles and deposit growth.

Nonperforming

assets to total assets were 0.31% as of September 30, 2026, compared with 0.27% as of September 30, 2025. The allowance for credit losses

to total loans was 0.96% and 1.02%, as of September 30, 2026 and September 30, 2025, respectively.

Net

Income Before Income Taxes

Net

income before income taxes was $13.8 million for the three months ended September 30, 2026, an increase of $1.5 million, or 12.5%, from

the three months ended September 30, 2025. The increase was primarily the result of a $1.9 million, or 9.5%, increase in net interest

income after provision for credit losses and a $0.1 million, or 2.8%, increase in noninterest income, partially offset by a $0.4 million,

or 4.3%, increase in noninterest expense.

Noninterest

Income

Noninterest

income was $2.7 million for the three months ended September 30, 2026, an increase of $0.1 million, or 2.8%, compared to the three months

ended September 30, 2025. The increase was primarily due to increases in ATM fees and bank-owned life insurance income.

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

As of and for the Three Months Ended

As of and for the

Nine Months Ended

(dollars in thousands except per share amounts)

September 30,

2026

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

September 30,

2026

September 30,

2025

Selected Operating Data:

Interest and Dividend Income

$ 31,433

$ 30,154

$ 29,463

$ 29,958

$ 30,021

$ 91,050

$ 91,645

Interest Expense

8,946

8,639

8,985

9,148

9,799

26,570

32,025

Net Interest Income

22,487

21,515

20,478

20,810

20,222

64,480

59,620

Provision for Credit Losses

348

399

122

463

869

Net Interest Income After Provision for Credit

Losses

22,139

21,116

20,356

20,347

20,222

63,611

59,620

Noninterest Income

2,699

2,650

2,591

2,667

2,626

7,941

7,293

Noninterest Expense

11,001

10,872

11,087

10,623

10,552

32,960

31,859

Income Before Income Taxes

13,837

12,894

11,860

12,391

12,296

38,591

35,054

Provision for Income Taxes

2,969

2,678

2,326

2,224

2,829

7,973

7,997

Net Income

10,868

10,216

9,534

10,167

9,467

30,618

27,057

Add: Non-recurring Expense Net of Taxes

470

231

Core Net Income (1)

10,868

10,216

10,004

10,167

9,467

31,088

27,288

(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

Nine Months

Ended

September 30,

2026

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

September 30,

2026

September 30,

2025

Share and Per Share Data:

Basic earnings per share

$ 0.79

$ 0.75

$ 0.70

$ 0.74

$ 0.77

$ 2.23

$ 2.22

Diluted earnings per share

$ 0.79

$ 0.74

$ 0.70

$ 0.74

$ 0.77

$ 2.23

$ 2.22

Core (net of any one-time adjustments) net income per

share (1) diluted

$ 0.79

$ 0.74

$ 0.73

$ 0.74

$ 0.77

$ 2.27

$ 2.24

Book value per share

$ 22.71

$ 22.09

$ 21.43

$ 20.83

$ 20.03

$ 22.71

$ 20.03

Tangible book value per share (1)

$ 21.92

$ 21.28

$ 20.60

$ 19.98

$ 19.05

$ 21.92

$ 19.05

Shares of common stock outstanding

13,710,195

13,701,270

13,697,987

12,239,644

13,710,195

12,239,644

Weighted average common shares outstanding

13,701,368

13,700,296

13,697,987

12,239,644

13,699,901

12,205,817

Weighted average diluted shares outstanding

13,720,149

13,722,727

13,712,162

13,704,030

12,240,568

13,718,682

12,206,128

(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

Nine Months

Ended

(dollars in thousands)

September 30,

2026

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

September 30,

2026

September 30,

2025

Selected Balance Sheet Data:

Total assets

$ 2,442,326

$ 2,376,584

$ 2,328,789

$ 2,291,455

$ 2,214,408

$ 2,442,326

$ 2,214,408

Securities available-for-sale at fair value

37,072

38,553

42,175

43,137

29,556

37,072

29,556

Securities held-to-maturity, at carrying value, net of allowance for credit losses

96,875

94,343

96,387

97,728

131,915

96,875

131,915

Loans outstanding net of deferred fees and discounts

1,983,326

1,940,536

1,892,174

1,873,533

1,767,193

1,983,326

1,767,193

Allowance for credit losses

19,029

18,722

18,329

18,096

17,942

19,029

17,942

Goodwill and other intangible assets

11,629

12,012

12,392

12,767

13,149

11,629

13,149

Total deposits

1,887,395

1,873,172

1,892,217

1,815,734

1,780,634

1,887,395

1,780,634

Core deposits (1)

1,731,907

1,709,887

1,744,967

1,663,931

1,630,897

1,731,907

1,630,897

Other borrowings

211,325

175,817

118,248

166,838

162,760

211,325

162,760

Total Shareholders’ equity

311,307

302,618

293,518

285,344

245,153

311,307

245,153

(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

Nine Months Ended

September 30,

2026

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

September 30,

2026

September 30,

2025

Balance Sheet and Capital Ratios (Commercial Bancgroup, Inc.):

Loan-to-deposit ratio

104.07 %

102.60 %

99.03 %

102.19 %

98.24 %

104.07 %

98.24 %

Noninterest bearing deposits to total deposits

21.63 %

22.87 %

21.22 %

21.91 %

22.39 %

21.63 %

22.39 %

Total shareholders’ equity to total assets

12.75 %

12.73 %

12.60 %

12.45 %

11.07 %

12.75 %

11.07 %

Tangible common equity to tangible assets (1)

12.36 %

12.33 %

12.18 %

12.01 %

10.59 %

12.36 %

10.59 %

Tier 1 risk-based ratio Common equity tier 1 ratio

14.69 %

14.55 %

14.73 %

14.99 %

12.83 %

14.69 %

12.83 %

Total risk-based capital ratio

15.61 %

15.48 %

15.68 %

15.96 %

14.12 %

15.61 %

14.12 %

Other

Number of branches

Number of full-time equivalent employees

292

293

287

292

287

(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

Nine Months

Ended

(dollars in thousands)

September 30,

2026

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

September 30,

2026

September 30,

2025

Performance Ratios:

Pre-tax pre-provision net income (PPNI) (1)

$ 14,185

$ 13,293

$ 11,982

$ 12,854

$ 12,296

$ 39,461

$ 35,054

Return on average assets (ROAA)

1.84

1.78

1.66

1.81

1.74

1.76

1.61

Return on average equity (ROAE)

14.16

13.73

13.22

15.65

15.81

13.71

15.75

Core return on average assets (ROAA)(1)

1.84

1.78

1.74

1.81

1.74

1.79

1.63

Core Return on average equity (ROAE)(1)

14.16

13.73

13.87

15.65

15.81

13.92

15.88

Return on average tangible common equity (ROATCE) (1)

14.68

14.26

13.76

16.40

16.65

14.25

16.62

Core return on average tangible common equity (ROATCE) (1)

14.68

14.26

14.44

16.40

16.65

14.46

16.77

Net interest rate spread

3.50

3.44

3.27

3.34

3.32

3.39

3.14

Net interest margin

4.14

4.06

3.88

4.01

4.02

4.03

3.82

Cost of Total Funding

1.77

1.75

1.82

1.88

2.07

1.78

2.17

Efficiency ratio

43.68

44.99

48.06

45.25

46.18

45.51

47.61

CORE efficiency ratio (1)

43.68

44.99

45.45

45.25

46.18

44.68

47.15

Noninterest income to average assets

0.46

0.45

0.47

0.48

0.46

0.43

Noninterest expense to average assets

1.87

1.89

1.93

1.89

1.94

1.90

Average interest-earning assets to

average interest-bearing liabilities

1.38

1.36

1.38

1.36

1.38

1.33

Average equity to average total assets

0.13

0.12

0.11

0.13

0.10

(1) Considered

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

Financial Highlights (unaudited)

As of and for the Three Months Ended

As of and for the

Nine Months Ended

September 30,

2026

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

September 30,

2026

September 30,

2025

Asset Quality Data:

Net charge-offs to average loans

0.00 %

0.01 %

0.00 %

0.01 %

Total allowance for credit losses to total loans

0.96 %

0.97 %

1.02 %

0.96 %

1.02 %

Total allowance for credit losses to nonperforming loans

285 %

281 %

313 %

290 %

333 %

285 %

333 %

Nonperforming loans to gross loans

0.34 %

0.31 %

0.33 %

0.31 %

0.34 %

0.31 %

Nonperforming assets to total assets

0.31 %

0.28 %

0.27 %

0.31 %

0.27 %

Quarter End Balance Sheets (unaudited)

Table 2

(dollars in thousands)

September 30,

2026

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

Assets

Cash and due from banks

$ 174,916

$ 161,327

$ 151,610

$ 118,989

$ 122,945

Federal funds sold

7,663

8,787

16,784

25,329

31,841

Investment securities

133,947

132,896

138,562

140,865

161,471

Gross loans less deferred fees and discounts

1,983,326

1,940,536

1,892,174

1,873,533

1,767,193

Allowance for credit losses

(19,029 )

(18,722 )

(18,329 )

(18,096 )

(17,942 )

Loans, net of allowance for credit losses

1,964,297

1,921,813

1,873,845

1,855,437

1,749,251

Premises and equipment, net

50,907

50,145

49,445

49,765

50,268

Foreclosed assets held for sale, net

888

755

575

253

533

Bank owned life insurance

46,954

46,619

46,469

46,648

46,482

Goodwill and other intangible assets

11,629

12,012

12,392

12,767

13,149

Deferred tax asset

1,190

1,076

1,056

1,003

1,427

Other

49,935

41,153

38,049

40,399

37,041

Total Assets

$ 2,442,326

$ 2,376,584

$ 2,328,789

$ 2,291,455

$ 2,214,408

Liabilities and Shareholders’ Equity

Liabilities

Deposits

Demand

975,548

942,633

973,678

913,986

928,958

Savings, NOW and money market

407,028

413,904

415,132

414,716

382,002

Time

504,819

516,635

503,408

487,032

469,674

Total deposits

1,887,395

1,873,172

1,892,217

1,815,734

1,780,634

Short-term borrowings

142,422

102,570

45,068

88,251

62,663

Long-term debt

68,903

73,247

73,181

78,587

100,097

Interest Payable

2,505

2,575

2,644

2,962

3,410

Other Liabilities

29,794

22,402

22,161

20,576

22,451

Total Liabilities

2,131,019

2,073,966

2,035,271

2,006,110

1,969,255

Shareholders’ Equity

Common stock

137

122

Additional paid-in capital

38,681

38,683

38,536

38,377

8,406

Retained earnings

273,739

264,515

255,670

247,505

237,366

Accumulated other comprehensive loss

(1,250 )

(717 )

(825 )

(675 )

(741 )

Total Shareholders’ equity

311,307

302,618

293,518

285,344

245,153

Total liabilities and shareholders’ equity

$ 2,442,326

$ 2,376,584

$ 2,328,789

$ 2,291,454

$ 2,214,408

Statement of Operations (unaudited)

Table 3

As of and for the Three Months Ended

As of and for the

Nine Months Ended

(dollars in thousands)

September 30,

2026

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

September 30,

2026

September 30,

2025

Interest and Dividend Income

Loans, including fees

$ 29,605

$ 28,396

$ 27,675

$ 27,866

$ 28,074

$ 85,676

$ 84,436

Debt securities-taxable

829

832

838

739

929

2,499

2,974

Debt securities-tax-exempt

105

109

114

102

328

Dividends on restricted stock

131

151

147

157

156

429

464

Interest-bearing deposits

763

666

689

1,082

760

2,118

3,444

Total interest and dividend income

31,433

30,154

29,463

29,958

30,021

91,050

91,646

Interest expense

Deposits

8,355

8,032

8,315

8,441

8,654

24,702

28,665

Short-term borrowings

133

130

Long-term debt

545

567

623

689

1,090

1,735

3,230

Total interest expense

8,946

8,639

8,985

9,148

9,799

26,570

32,025

Net interest income

22,487

21,515

20,478

20,810

20,222

64,480

59,620

Provision for credit losses

348

399

122

463

869

Net interest income after provision for credit losses

22,139

21,116

20,356

20,347

20,222

63,611

59,620

Noninterest Income

Customer service fees

778

774

781

779

735

2,334

2,064

Net gains on sales of premises and equipment

Net gains on sales of foreclosed assets

107

110

107

113

ATM fees

985

977

854

877

846

2,816

2,537

Increase in BOLI

461

315

312

342

306

1,088

950

Other

475

554

537

577

609

1,566

1,604

Total noninterest income

2,699

2,650

2,591

2,667

2,626

7,941

7,293

Statement of Operations (unaudited)

Table 3

As of and for the Three Months Ended

As of and for the

Nine Months Ended

(dollars in thousands)

September 30,

2026

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

September 30,

2026

September 30,

2025

Noninterest Expense

Salaries and employee benefits

$ 5,988

$ 5,683

$ 5,716

$ 5,753

$ 5,729

$ 17,387

$ 17,012

Occupancy

843

856

843

877

738

2,542

2,529

Data processing

1,136

1,099

1,101

1,068

1,103

3,336

3,461

Deposit insurance premiums

259

202

242

234

267

703

738

Professional fees

131

440

209

229

136

780

617

Depreciation and amortization

992

942

933

1,001

955

2,867

2,706

Other

1,652

1,650

1,440

1,461

1,624

4,742

4,795

Loss on retirement of debt

603

Total noninterest expense

11,001

10,872

11,087

10,623

10,552

32,960

31,858

Income before income taxes

13,837

12,894

11,860

12,391

12,296

38,592

35,054

Provision for income taxes

2,969

2,678

2,326

2,224

2,829

7,973

7,997

Net Income

10,868

10,216

9,534

10,167

9,467

30,619

27,057

Less: Net Income Attributable to Noncontrolling Interest

Net Income attributable to Commercial Bancgroup, Inc.

$ 10,868

$ 10,216

$ 9,534

$ 10,167

$ 9,467

$ 30,619

$ 27,057

QTD Average Balances and Yields/Rates (unaudited)

Table 4

Three Months Ended

(dollars in thousands)

September 30, 2026

June 30, 2026

March 31, 2026

Average

Balance

Interest

Yield/

Rate

Average

Balance

Interest

Yield/

Rate

Average

Balance

Interest

Yield/

Rate

Interest Earning Assets

Gross loans, net of unearned income

$ 1,948,090

$ 29,605

6.1 %

$ 1,902,119

$ 28,396

6.0 %

$ 1,883,103

$ 27,675

5.9 %

Investment securities

132,441

1,065

3.2 %

138,726

1,092

3.1 %

140,223

1,099

3.1 %

Other interest-earning assets

93,800

763

3.3 %

77,015

666

3.5 %

85,953

689

3.2 %

Total interest-earning assets

2,174,331

31,433

5.8 %

2,117,860

30,154

5.7 %

2,109,279

29,463

5.6 %

Noninterest-earning assets:

Allowance for credit losses

(18,892 )

(18,497 )

(18,283 )

Noninterest-earning assets

202,006

202,388

205,119

Total Assets

2,357,445

2,301,751

2,296,115

Interest-bearing liabilities:

Interest-bearing DDAs

567,717

2,853

2.0 %

540,531

2,501

1.9 %

575,981

2,809

2.0 %

NOW, savings and MMDA deposits

409,530

1,367

1.3 %

417,468

1,415

1.4 %

412,533

1,425

1.4 %

Time Deposits

517,679

4,135

3.2 %

494,379

4,116

3.3 %

479,804

4,081

3.4 %

Federal Home Loan bank advances

58,424

431

3.0 %

60,270

452

3.0 %

60,522

467

3.1 %

Other borrowings

17,395

160

3.7 %

18,050

155

3.4 %

20,355

203

4.0 %

Total interest-bearing liabilities

1,570,745

8,946

2.3 %

1,530,698

8,639

2.3 %

1,549,195

8,985

2.3 %

Noninterest bearing liabilities:

Noninterest bearing deposits

446,743

444,701

430,842

Other liabilities

33,029

28,723

27,593

Total noninterest bearing liabilities

479,772

473,424

458,435

Shareholders’ equity

306,929

297,631

288,485

Total liabilities and shareholders’ equity

2,357,446

2,301,753

2,296,115

Net interest income

22,487

21,515

20,478

Net interest rate spread

3.50 %

3.44 %

3.27 %

Net interest margin

4.14 %

4.06 %

3.88 %

Cost of total deposits

1.72 %

1.69 %

1.75 %

Cost of total funding

1.77 %

1.75 %

1.82 %

YTD Average Balances and Yields/Rates (unaudited)

Table 5

Nine Months Ended

September 30, 2026

September 30, 2025

(dollars in thousands)

Average

Balance

Interest

Yield/ Rate

Average

Balance

Interest

Yield/ Rate

Interest Earning Assets

Gross loans, net of unearned income

1,911,104

85,676

6.0 %

1,786,357

84,435

6.3 %

Investment securities

137,130

3,256

3.2 %

180,975

3,766

2.8 %

Other interest-earning assets

85,589

2,118

3.3 %

111,265

3,444

4.1 %

Total interest-earning assets

2,133,823

91,050

5.7 %

2,078,597

91,645

5.9 %

Noninterest-earning assets:

Allowance for credit losses

(18,557 )

(18,151 )

Noninterest-earning assets

203,171

175,750

Total Assets

2,318,437

2,236,196

Interest-bearing liabilities:

Interest-bearing DDAs

561,410

8,163

1.9 %

538,268

9,083

2.2 %

NOW, savings and MMDA deposits

413,177

4,207

1.4 %

385,694

4,318

1.5 %

Time Deposits

497,287

12,332

3.3 %

533,863

15,264

3.8 %

Federal Home Loan bank advances

59,739

1,350

3.0 %

62,965

1,334

2.8 %

Other borrowings

18,600

518

3.7 %

45,160

2,026

6.0 %

Total interest-bearing liabilities

1,550,213

26,570

2.3 %

1,565,950

32,025

2.7 %

Loan Data (unaudited)

Table 6

As of Quarter Ended

September 30,

2026

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

(dollars in thousands)

Amount

% of

Total

Amount

% of

Total

Amount

% of

Total

Amount

% of

Total

Amount

% of

Total

Real Estate Loans

Commercial

$ 1,182,947

59 %

$ 1,140,480

59 %

$ 1,114,516

59 %

$ 1,113,440

59 %

$ 1,002,192

57 %

Construction and land development

197,644

10 %

201,781

10 %

195,189

10 %

176,688

9 %

201,399

11 %

Residential

386,584

20 %

387,142

20 %

383,346

20 %

377,943

20 %

376,769

21 %

Other

18,108

1 %

18,336

1 %

14,511

1 %

14,824

1 %

14,831

1 %

Commercial

184,715

9 %

179,935

9 %

171,029

9 %

174,248

9 %

154,732

9 %

Consumer and other

19,326

1 %

19,535

1 %

19,497

1 %

22,867

1 %

23,651

1 %

Total loans

1,989,324

100 %

1,947,209

100 %

1,898,088

100 %

1,880,010

100 %

1,773,574

100 %

Deferred loan fees and discounts

5,998

6,673

5,914

6,477

6,381

Allowance for credit

Losses

19,029

18,722

18,329

18,096

17,942

Loans, net

1,964,297

1,921,813

1,873,845

1,855,437

1,749,251

Nonperforming Assets (unaudited)

Table 7

As of the Quarter Ended

(dollars in thousands)

September 30,

2026

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

Nonaccrual loans

$ 6,686

$ 6,661

$ 5,861

$ 6,245

$ 5,390

Past due loans 90 days and still accruing

Total nonperforming loans

6,686

6,661

5,861

6,245

5,390

Other real estate owned

888

755

575

253

533

Total nonperforming assets

$ 7,574

$ 7,416

$ 6,436

$ 6,498

$ 5,923

Allowance for credit losses

$ 19,029

$ 18,722

$ 18,329

$ 18,096

$ 17,942

Total loans outstanding at end of period net of deferred loan fees and discounts

$ 1,983,326

$ 1,940,536

$ 1,892,174

$ 1,873,533

$ 1,767,193

Nonperforming loans to total loans

0.34 %

0.31 %

0.33 %

0.31 %

Nonperforming assets to total loans and OREO

0.38 %

0.34 %

0.35 %

0.34 %

Allowance for credit losses to nonperforming loans

285 %

281 %

313 %

290 %

333 %

Allowance for credit losses to total loans

0.96 %

0.97 %

1.02 %

Nonaccrual loans to total assets

0.27 %

0.28 %

0.25 %

0.27 %

0.24 %

Nonperforming assets to total assets

0.31 %

0.28 %

0.27 %

Allowance for credit losses (unaudited)

Table 8

As of and for the Three Months Ended

As of and for the

Nine Months

Ended

(dollars in thousands)

September 30,

2026

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

September 30,

2026

September 30,

2025

Average loans outstanding

$ 1,948,090

$ 1,902,119

$ 1,883,103

$ 1,807,127

$ 1,767,379

$ 1,911,104

$ 1,786,357

Total loans outstanding at end of

period net of deferred loan fees and discounts

1,983,326

1,940,536

1,892,174

1,873,533

1,767,193

1,983,326

1,767,193

ACL balance, beginning of period

18,722

18,329

18,096

17,942

17,989

18,096

18,205

Charge-offs:

Commercial real estate

(284 )

(18 )

Construction and land development

Residential real estate

(121 )

Commercial

(30 )

(48 )

(30 )

(314 )

Consumer and other

(22 )

(18 )

(15 )

(13 )

(186 )

(55 )

(237 )

Total charge-offs

(52 )

(18 )

(15 )

(345 )

(186 )

(85 )

(690 )

Recoveries:

Commercial real estate

114

108

114

151

Construction and land development

202

Residential real estate

Commercial

Consumer and other

Total recoveries

126

139

144

427

Net (charge-offs) recoveries

(41 )

(11 )

111

(262 )

(47 )

(263 )

Provision for credit losses

348

404

122

416

874

ACL balance at end of period

$ 19,029

$ 18,722

$ 18,329

$ 18,096

$ 17,942

$ 19,029

$ 17,942

Ratio of allowance to end of period loans

0.96 %

0.97 %

1.02 %

0.96 %

1.02 %

Ratio of net (charge-offs) recoveries to average

loans

0.00 %

0.01 %

-0.01 %

0.00 %

-0.01 %

Loan Risk Ratings (unaudited)

Table 9

As of the Quarter Ended

(dollars in thousands)

September 30,

2026

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

Real Estate Loans

Commercial

Pass

$ 1,166,346

$ 1,131,324

$ 1,105,529

$ 1,104,532

$ 999,788

Special mention

15,963

8,835

8,897

8,814

1,776

Substandard

638

321

628

Total Commercial

$ 1,182,947

$ 1,140,480

$ 1,114,516

$ 1,113,440

$ 1,002,192

Construction and land development

Pass

$ 197,201

$ 201,389

$ 194,983

$ 176,014

$ 201,363

Special mention

412

359

171

Substandard

596

Total Construction and land development

$ 197,644

$ 201,781

$ 195,189

$ 176,688

$ 201,399

Residential

Pass

$ 379,876

$ 380,157

$ 377,179

$ 371,583

$ 371,226

Special mention

624

631

545

833

838

Substandard

6,084

6,354

5,622

5,527

4,705

Total Residential

$ 386,584

$ 387,142

$ 383,346

$ 377,943

$ 376,769

Other

Pass

$ 18,108

$ 18,336

$ 14,511

$ 14,824

$ 14,831

Special mention

Substandard

Total Other

$ 18,108

$ 18,336

$ 14,511

$ 14,824

$ 14,831

Commercial

Pass

$ 183,830

$ 179,002

$ 170,093

$ 173,324

$ 153,819

Special mention

666

685

701

793

733

Substandard

220

248

235

131

180

Total Commercial

$ 184,715

$ 179,934

$ 171,029

$ 174,248

$ 154,732

Consumer and Other

Pass

$ 19,218

$ 19,423

$ 19,399

$ 22,768

$ 23,616

Special mention

Substandard

Total Consumer

$ 19,326

$ 19,535

$ 19,497

$ 22,868

$ 23,651

Total loans

Pass

$ 1,964,579

$ 1,929,632

$ 1,881,694

$ 1,863,045

$ 1,764,643

Special mention

17,695

10,543

10,358

10,539

3,352

Substandard

7,050

7,034

6,036

6,427

5,579

Total Gross loans

$ 1,989,324

$ 1,947,209

$ 1,898,088

$ 1,880,011

$ 1,773,574

Non-GAAP

Financial Measures

This

press release contains certain financial measures that are not financial measures recognized under generally accepted accounting principles

in the U.S. (“GAAP”) and, therefore, are considered non-GAAP financial measures and should be read along with the accompanying

reconciliation of non-GAAP financial measures to GAAP financial measures. 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 measures

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 measures 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 $250,000) and brokered deposits

from total deposits.

● Core

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

expenses.

● Core net income per

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

common shares outstanding.

● Core

ROAA. We define core ROAA as core net income divided by average assets, with average assets based upon the average daily

balance of total assets in each period.

● Core

ROAE. We define core ROAE as core net income divided by average shareholders’ equity, with average shareholders’

equity based upon the average daily balance of total shareholders’ equity in each period.

● Core

ROATCE. We define core ROATCE as core net income divided by total average shareholders’ equity less average intangible

assets (goodwill and core deposit intangibles) net of tax impact.

● Pre-tax

pre-provision net income (PPNI). We define pre-tax pre-provision net income as pre-tax net income plus provision for credit

losses.

● Core

efficiency ratio. We define core efficiency ratio as noninterest expenses (less non-recurring expenses), divided by operating

revenue (net interest income plus total noninterest income). This ratio is an indicator used by our management to assess operating efficiencies

and is intended to demonstrate how efficiently our management is controlling expenses relative to generating revenues on our core activities.

● Pre-tax,

pre-provision ROAA. We define pre-tax, pre-provision ROAA as pre-tax, pre-provision net income divided by average assets

calculated based upon the average daily balance of total assets in each period.

● Tangible

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

● ROATCE. We define ROATCE as net income divided by total average shareholders’

equity less average intangible assets (goodwill and core deposit intangibles) net of tax impact.

● 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 total shares outstanding.

● Tangible

common equity to tangible assets. We define tangible common equity to tangible assets as tangible common equity divided

by tangible assets calculated as total assets net of intangible assets.

The

following table provides a reconciliation of the above non-GAAP financial measures to their most directly comparable financial measure

presented in accordance with GAAP.

Non-GAAP Reconciliations (unaudited)

Table 10

As of and for the Three Months Ended

As of and for the

Nine Months Ended

(dollars in thousands, except

per share data)

September 30,

2026

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

September 30,

2026

September 30,

2025

Pre-Tax Pre-Provision Net Income:

Pre-tax income

$ 13,837

$ 12,894

$ 11,860

$ 12,391

$ 12,296

$ 38,592

$ 35,054

Add: provision for credit losses

348

399

122

463

869

Pre-tax pre-provision net income

$ 14,185

$ 13,293

$ 11,982

$ 12,854

$ 12,296

$ 39,461

$ 35,054

Tangible Common Equity:

Shareholders’ equity

$ 311,307

$ 302,618

$ 293,518

$ 285,344

$ 245,153

311,307

245,153

Less: noncontrolling interest

Less: goodwill

8,511

Less: core deposit intangible (net of tax benefit)

2,310

2,594

2,875

3,164

3,448

2,310

3,448

Tangible common equity

$ 300,486

$ 291,513

$ 282,132

$ 273,669

$ 233,194

$ 300,486

$ 233,194

Pre-Tax Pre-Provision Return on Average Assets:

Total average assets

$ 2,357,445

$ 2,301,752

$ 2,296,115

$ 2,249,282

$ 2,170,869

$ 2,318,437

$ 2,236,196

Pre-tax pre-provision net income

14,185

13,293

11,982

12,854

12,296

39,461

35,054

Pre-tax pre-provision return on average assets

2.41 %

2.31 %

2.09 %

2.29 %

2.27 %

2.09 %

Return on Average Tangible Common Equity:

Total average shareholders’ equity

$ 306,929

$ 297,631

$ 288,485

$ 259,784

$ 239,473

$ 297,681

$ 229,099

Less: average intangible assets (net of tax benefit)

10,821

11,105

11,386

11,767

11,980

$ 11,104

$ 12,096

Less: average non controlling interest

Average common tangible equity

296,108

286,526

277,099

248,017

227,493

286,577

217,003

Net income to shareholders

10,868

10,216

9,534

10,167

9,467

30,619

27,057

Return on average common tangible equity

14.68 %

14.26 %

13.76 %

16.40 %

16.65 %

14.25 %

16.62 %

Non-GAAP Reconciliations (unaudited)

As of and for the Three Months Ended

As of and for the

Nine Months Ended

(dollars in thousands, except

per share data)

September 30,

2026

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

September 30,

2026

September 30,

2025

Tangible Book Value per Share:

Tangible common equity

$ 300,486

$ 291,513

$ 282,132

$ 273,669

$ 233,194

$ 300,486

$ 233,194

Shares of common stock outstanding

13,710,195

13,701,270

13,697,987

12,239,644

13,710,195

12,239,644

Tangible book value per share, reported

$ 21.92

$ 21.28

$ 20.60

$ 19.98

$ 19.05

$ 21.92

$ 19.05

Tangible Common Equity to Tangible Assets:

Tangible common equity

$ 300,486

$ 291,513

$ 282,132

$ 273,669

$ 233,194

$ 300,486

$ 233,194

Total assets

2,442,326

2,376,584

2,328,789

2,291,455

2,214,408

2,442,326

2,214,408

Less: intangible assets

11,629

12,012

12,392

12,767

13,149

11,629

13,149

Tangible assets

2,430,697

2,364,572

2,316,397

2,278,688

2,201,258

2,430,697

2,201,258

Tangible common equity to tangible assets

12.36 %

12.33 %

12.18 %

12.01 %

10.59 %

12.36 %

10.59 %

Core Deposits:

Total Deposits

$ 1,887,395

$ 1,873,172

$ 1,892,217

$ 1,815,734

$ 1,780,634

$ 1,887,395

1,780,634

Less: Time deposits greater than $250,000

108,213

107,910

105,717

103,833

101,767

108,213

101,767

Less: Brokered deposits

47,275

55,375

41,533

47,970

47,275

47,970

Core deposits

$ 1,731,907

$ 1,709,887

$ 1,744,967

$ 1,663,931

$ 1,630,897

$ 1,731,907

$ 1,630,897

Core Net Income:

Net income

$ 10,868

$ 10,216

$ 9,534

$ 10,167

$ 9,467

$ 30,619

$ 27,057

Add: Non-recurring Expense

603

309

Less: tax effect

(133 )

(78 )

Core net income

$ 10,868

$ 10,216

$ 10,004

$ 10,167

$ 9,467

$ 31,088

27,288

Core Net Income per Share:

Core net income

$ 10,868

$ 10,216

$ 10,004

$ 10,167

$ 9,467

$ 31,088

$ 27,288

Weighted average common shares outstanding

13,720,149

13,722,727

13,712,162

13,704,030

12,240,568

13,718,682

12,206,128

Core net income per share diluted

$ 0.79

$ 0.74

$ 0.73

$ 0.74

$ 0.77

$ 2.27

$ 2.24

Non-GAAP Reconciliations (unaudited)

As of and for the Three Months Ended

As of and for the

Nine Months Ended

(dollars in thousands, except

per share data)

September 30,

2026

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

September 30,

2026

September 30,

2025

Core Return on Average Assets:

Core net income

$ 10,868

$ 10,216

$ 10,004

$ 10,167

$ 9,467

$ 31,088

$ 27,288

Average assets

2,357,445

2,301,752

2,296,115

2,249,282

2,170,869

2,318,437

2,236,196

Core return on average assets

1.84 %

1.78 %

1.74 %

1.81 %

1.74 %

1.79 %

1.63 %

Core Return on Average Common Equity:

Total average shareholders’ equity

$ 306,929

$ 297,631

$ 288,485

$ 259,784

$ 239,473

$ 297,681

$ 229,099

Core net income

$ 10,868

$ 10,216

$ 10,004

$ 10,167

$ 9,467

$ 31,088

$ 27,288

Core return on average common equity

14.16 %

13.73 %

13.87 %

15.65 %

15.81 %

13.92 %

15.88 %

Core Return on Average Tangible Common Equity:

Average tangible common equity

$ 296,108

$ 286,526

$ 277,099

$ 248,017

$ 227,493

$ 286,577

$ 217,003

Core net income

10,868

10,216

10,004

10,167

9,467

31,088

27,288

Core return on average tangible common equity

14.68 %

14.26 %

14.44 %

16.40 %

16.65 %

14.46 %

16.77 %

Core Efficiency Ratio:

Net interest income

$ 22,487

$ 21,515

$ 20,478

$ 20,810

$ 20,222

$ 64,480

$ 59,620

Noninterest income

2,699

2,650

2,591

2,667

2,626

7,941

7,293

Operating revenue

$ 25,186

$ 24,165

$ 23,069

$ 23,477

$ 22,848

$ 72,421

66,913

Total noninterest expenses

11,001

10,872

11,087

10,623

10,552

32,960

31,858

Less: non-recurring expenses

603

309

Core noninterest expenses

11,001

10,872

10,484

10,623

10,552

32,357

31,549

Core efficiency ratio

43.68 %

44.99 %

45.45 %

45.25 %

46.18 %

44.68 %

47.15 %

Efficiency ratio

43.68 %

44.99 %

48.06 %

45.25 %

46.18 %

45.51 %

47.61 %

Contacts

Philip

J. Metheny

Sr. Executive Vice President, Chief Financial Officer

Commercial Bancgroup, Inc.

ir@cbtn.com

423-869-5151

Roger

Mobley

Executive Vice President, Chief Financial Officer

Commercial Bank

ir@cbtn.com

704-648-0185

Source

Commercial

Bancgroup, Inc.

EX-99.2 — INVESTOR PRESENTATION OF COMMERCIAL BANCGROUP, INC., DATED OCTOBER 26, 2026

EX-99.2

Filename: ea030947201ex99-2.htm · Sequence: 3

Exhibit 99.2

3Q 26 Earnings Presentation October 26, 2026 COMMERCIAL BANCGROUP, INC.

2 Important Notices and Disclaimers Use of Defined Terms As used in this presentation, the terms "Company," "Commercial," "we," "our," and "us" refer to Commercial Bancgroup, Inc., a Tennessee corporation. The term "Bank" refers to Commercial Bank, the Company's wholly owned bank subsidiary. Forward-Looking Statements This presentation contains statements that constitute "forward-looking statements" within the meaning of the U.S. federal securities laws. The statements in this presentation that are not purely historical facts, including statements regarding our growth strategy, our strategic focus and vision, and the scalability of our business model, are forward-looking statements. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and, in each case, their negative or other variations or comparable terminology and expressions. You should not place undue reliance on these forward-looking statements as actual future results may differ materially from those expressed or implied by any forward-looking statement. These forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed in or implied by any forward-looking statements, including but not limited to: (1) business and economic conditions nationally, regionally, and in our target markets, particularly in Kentucky, North Carolina, and Tennessee and the particular geographic areas in which we operate; (2) the level of, or changes in the level of, interest rates and inflation, including the effects thereof on our earnings and financial condition and the market value of our investment securities and loan portfolios; (3) the concentration of our loan portfolio in real estate loans and changes in the prices, values, and sales volumes of commercial and residential real estate; (4) the concentration of our business within our geographic areas of operation in Kentucky, North Carolina, and Tennessee and neighboring markets; (5) credit and lending risks associated with our commercial real estate, commercial, and construction and land development loan portfolios; (6) risks associated with our focus on lending to small and medium- sized businesses; (7) our ability to maintain important deposit customer relationships, maintain our reputation, or otherwise avoid liquidity risks; (8) changes in demand for our products and services; (9) the failure of assumptions and estimates underlying the establishment of allowances for possible credit losses and other asset impairments, valuations of assets and liabilities, and other calculations; (10) the sufficiency of our capital, including sources of such capital and the extent to which capital may be used or required; (11) our ability to maintain a "satisfactory" rating under the Community Reinvestment Act; (12) the risk that our cost of funding could increase in the event we are unable to continue to attract stable, low-cost deposits or maintain or reduce our cost of deposits; (13) our inability to raise necessary capital to fund our growth strategy and operations or to meet increased required minimum regulatory capital levels; (14) our ability to execute and prudently manage our growth and execute our business strategy, including expansionary activities; (15) the composition of and changes in our management team and our ability to attract, incentivize, and retain key personnel; (16) the effects of competition from a wide variety of local, regional, national, and other providers of financial, investment, trust, and other wealth management services and insurance services, including the disruptive effects of financial technology and other competitors who are not subject to the same level of supervision and regulation as the Company and the Bank; (17) the deterioration of our asset quality or the value of collateral securing loans; (18) changes in accounting standards; (19) the effectiveness of our risk management framework, including internal controls; (20) severe weather, natural disasters, pandemics, epidemics, acts of war, terrorism, or other external events, such as the transition risk associated with climate change, and other matters beyond our control; (21) changes in technology or products that may be more difficult or costly or less effective than anticipated;

3 Important Notices and Disclaimers (22) the risks of acquisitions and other expansionary activities, including without limitation our ability to identify and consummate transactions with potential future acquisition candidates, the time and costs associated with pursuing such transactions, our ability to successfully integrate operations as part of such transactions, and our ability, and possible failures, to achieve expected gains, revenue growth, expense savings, and/or other synergies from such transactions; (23) our ability to maintain our historical rate of growth; (24) failure to keep pace with technological change or difficulties when implementing new technologies; (25) systems failures or interruptions involving our risk management framework, our information technology and telecommunications systems, or third-party service providers; (26) our ability to identify and address unauthorized data access, cyber-crime, and other threats to data security and customer privacy; (27) our compliance with governmental and regulatory requirements, including the Bank Holding Company Act of 1956, as amended, and other laws relating to banking, consumer protection, securities, and tax matters, and our ability to maintain licenses required in connection with mortgage origination, sale, and servicing operations; (28) compliance with the Bank Secrecy Act of 1970, Office of Foreign Assets Control rules, and anti-money laundering laws and regulations; (29) governmental monetary and fiscal policies; (30) changes in laws, rules, or regulations, or interpretations thereof, or policies relating to financial institutions or accounting, tax, trade, monetary, or fiscal matters; (31) our ability to receive dividends from the Bank and satisfy our obligations as they become due; (32) the institution and outcome of litigation and other legal proceedings against us or to which we become subject; (33) the limited experience of our management team in managing and operating a public company; (34) the incremental costs of operating as a public company; and (35) our ability to meet our obligations as a public company, including our obligations under Section 404 of the Sarbanes-Oxley Act of 2002. Additional factors that could affect forward-looking statements in this presentation can be found in the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the "SEC") and in other documents that we file with the SEC from time to time, which are available on the SEC's website, www.sec.gov. The Company can provide no assurance that the results contemplated, expressed, or implied by any forward-looking statement will be realized. Our actual future financial results or performance may differ from that currently expected due to additional risks and uncertainties of which we are currently not aware or which we currently do not consider, but in the future may become, material to our business or operating results. Readers are cautioned to not place undue reliance on any of the forward-looking statements contained in this presentation. The forward-looking statements contained in this presentation speak only as of the date they are made, and the Company undertakes no obligation to review or update any forward-looking statements, whether as a result of new information, changes in assumptions, or otherwise, except as required by law. Non-GAAP Financial Measures This presentation contains certain financial measures that are not measures recognized under generally accepted accounting principles in the U.S. ("GAAP") and, therefore, are considered non-GAAP financial measures. The Appendix to this presentation includes reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP. We use non-GAAP financial measures, certain of which are included in this presentation, both to explain our operating results to shareholders and the investment community and to evaluate, analyze, and manage our business. We believe that these non-GAAP financial measures provide a better understanding of ongoing operations, enhance the comparability of results across periods, and enable investors to better understand our performance. However, non-GAAP financial measures should not be considered in isolation and should be considered supplemental in nature and not as a substitute for or superior to the most directly comparable or other financial measures calculated in accordance with GAAP. Additionally, the manner in which the non-GAAP financial measures contained in this presentation are calculated may differ from the manner in which measures with similar names are calculated by other companies. You should understand how other companies calculate their financial measures similar to, or with names similar to, the non-GAAP financial measures contained in this presentation when comparing such non-GAAP financial measures.

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

5 Company Overview Headquarters: Harrogate, TN Branches2,3: 34 Total Assets: 3 $2.4 Billion Total Loans:3 $2.0 Billion Total Deposits:3 $1.9 Billion 1Non-GAAP financial measure. See Appendix for a reconciliation of non-GAAP financial measures. 2Includes the banking facility located in our principal executive office. Note: Q3 26 YTD percentages are annualized. 3Information as of September 30,2026. Financial Highlights Franchise Map3 Louisville Lexington Nashville Chattanooga Knoxville Harrogate Kingsport Johnson City Bristol Charlotte Winston-Salem Kentucky Tennessee North Carolina Headquarters Current Branch Location or LPO Planned De Novo Branch Location Under Construction

6 Investment Merits Competitive Strengths Experienced and invested leadership team with meaningful ownership Successfully completed five whole-bank acquisitions since 2008 with a focus on balance sheet and customer retention Diversified, commercially focused loan portfolio well- positioned in attractive growth markets Strong core deposit base comprised of 52% demand deposits (as of September 30, 2026) with excellent market share throughout nine community markets Top tier financial performer, consistently ranking in the top & upper quartiles compared with peers Proven ability to recruit and retain talented bankers and staff across our markets Scalable, decentralized operating model with local leadership and decision-making authority coupled with strong, centralized risk and credit support Strategic Focus Growth and expansion strategy with a keen focus on strengthening our presence in higher-growth markets in Tennessee and North Carolina Emphasize commercial banking with a focus on small & medium-sized businesses and consumers Deliver best-in-class, top-tier shareholder returns with a focus on EPS and TBVPS growth consistent with historical performance Execute a capital deployment strategy focused on organic growth, disciplined M&A and de novo expansion Fund asset growth through core deposit generation and strong relationship banking Leverage technology to enhance the customer experience and improve productivity

$11.20 $12.93 $14.43 $17.11 $19.98 $21.92 2021 2022 2023 2024 2025 Q3 2026 $1.58 $2.08 $2.54 $2.75 $2.98 $2.27 2021 2022 2023 2024 2025 Q3 2026 7 Driving Shareholder Value is Our Top Priority Core Earnings Per Share1 Tangible Book Value Per Share1 Reported PPNI ($M)1 Core ROAA1 Core ROATCE1 Core Efficiency Ratio1 $25.7 $33.1 $43.0 $42.4 $47.9 $39.5 2021 2022 2023 2024 2025 Q3 2026 1.14% 1.46% 1.56% 1.51% 1.67% 1.79% 2021 2022 2023 2024 2025 Q3 2026 15.1% 17.2% 18.7% 17.6% 16.7% 14.5% 2021 2022 2023 2024 2025 Q3 2026 56% 50% 47% 49% 46.7% 44.7% 2021 2022 2023 2024 2025 Q3 2026 2 Compound Annual Growth Rate (CAGR) is from December 31, 2020 to December 31, 2025 for all graphs (excludes Q3 2026). 1Non-GAAP financial measure. See Appendix for a reconciliation of Non-GAAP financial measures.

$140 $158 $196 $220 $285 $311 2021 2022 2023 2024 2025 Q3 2026 $1,449 $1,421 $1,820 $1,939 $1,816 $1,887 2021 2022 2023 2024 2025 Q3 2026 $1,194 $1,318 $1,670 $1,789 $1,855 $1,964 2021 2022 2023 2024 2025 Q3 2026 $1,713 $1,742 $2,197 $2,301 $2,291 $2,442 2021 2022 2023 2024 2025 Q3 2026 8 Strong Long-term Balance Sheet Growth Total Assets ($M) Total Net Loans ($M) Total Deposits ($M) Total Equity ($M) Compound Annual Growth Rate (CAGR) is from December 31, 2020 to December 31, 2025 for all graphs (excludes Q3 2026).

9 Key Markets Overview/Dynamics Charlotte, NC ■ A premier financial and economic hub within the Southeastern U.S. with an estimated population of ~2.9 million ■ Home to several major financial institutions and serves as a critical nexus for the energy, healthcare, and logistics sectors ■ Dominance in the financial industry and innovation ecosystem create an unparalleled opportunity for long- term growth Nashville, TN ■ One of the most rapidly expanding metropolitan regions within the U.S. with an estimated population of ~2.2 million ■ Widely acclaimed for its vibrant cultural scene, dynamic labor market, and relative affordability ■ Nashville serves as home to several Fortune 500 and industry-leading corporations led by the healthcare industry Knoxville, TN ■ Dynamic and expanding economic center in East Tennessee with an estimated population of ~1.0 million ■ The Knoxville MSA hosts key industries, including advanced manufacturing, energy production, and logistics ■ Home to the University of Tennessee and Oak Ridge National Laboratory Tri-Cities, TN1 ■ A dynamic and expanding economic hub in Northeast Tennessee and Southwest Virginia with an estimated population of ~0.5 million ■ Diversified economic base, anchored by critical sectors such as healthcare, manufacturing, logistics, and tourism ■ Location at the intersection of major interstate highways enhances its appeal as a logistics and distribution center Community Markets ■ Our community markets tend to offer primarily retail and small business customer opportunities and more limited competition ■ This leads to an attractive profitability profile and smaller ticket, more granular loan and deposit portfolios ■ We believe these markets have been deemphasized by national and regional banks which allows for continued growth potential Source: Demographic data provided by S&P Capital IQ Pro and sourced from Claritas based on U.S. Census data 1Tri-Cities, TN includes Kingsport, Bristol, and Johnson City, TN

8.1% 9.1% 12.0% 12.4% 10.2% 11.1% 15.0% 14.7% 11.4% 12.4% 16.0% 15.6% 2023 2024 2025 Q3 2026 TCE Ratio CET1 Ratio Total Risk-based Capital 10 Consolidated Capital Ratios Capital Position Capital Ratios (%) Simple Capital Structure 89% 90% 92% 94% 3% 2% 2% 0% 8% 8% 6% 6% 2023 2024 2025 Q3 2026 Common Equity Tier 1 Trust Preferred Tier 2 ACL 1Non-GAAP financial measure. See Appendix for a reconciliation of Non-GAAP financial measures. ■ The Company repaid its $20.3M note payable to Community Trust Bank, Inc. on October 7, 2025. Interest payments were based on a variable rate per annum equal to the prime rate as reported in The Wall Street Journal, adjusted daily. The loan was utilized to finance merger transactions and support Bank level capital. ■ The Company redeemed $6.2M of Trust Preferred Securities on January 7, 2026 that paid interest and dividends quarterly at a rate of Secured Overnight Financing Rate ("SOFR") plus 2.4% 1 CRE and Construction Concentrations (Bank Level) 2021 2022 2023 2024 2025 Q3 2026 Tang. Common Equity/Tang. Assets 1 8.0% 9.0% 8.1% 9.1% 12.0% 12.4% Common Equity Tier 1 Capital 10.9% 11.5% 10.2% 11.1% 15.0% 14.7% Total Risk-based Capital 12.2% 12.8% 11.4% 12.4% 16.0% 15.6% Tier 1 Leverage 8.4% 9.5% 8.8% 9.5% 12.2% 12.8% 2021 2022 2023 2024 2025 Q3 2026 CRE less owner occupied to Total Risk-based Capital 264% 278% 318% 304% 322% 307% AC&D to Total Risk-based Capital 87% 87% 90% 79% 71% 72%

11 Valuable Deposit Franchise 24% 25% 22% 20% 24% 20% 23% 25% 25% 19% 14% 32% 5% 5% 4% 9% 10% 11% 16% 16% 12% 10% 11% 11% 21% 19% 18% 20% 22% 23% 12% 10% 18% 22% 20% 4% 1,449 1,421 1,820 1,939 1,816 1,887 $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 Q3 2026 Deposits Demand deposits Interest-bearing Demand Money Market Savings Time Deposits Brokered Total 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 4.50% 3Q 2024 4Q 2024 1Q 2025 2Q 2025 3Q 2025 4Q 2025 1Q 2026 2Q 2026 3Q 2026 Cost of Deposits Interest-bearing DDAs Savings & MMDA Certificates of deposit Total deposits Dollars in millions

$624 $732 $814 $984 $997 $1,062 2021 2022 2023 2024 2025 Q3 2026 Due in One Year or Less 20% Due after One Year Through Five Years 47% Due after Five Years 33% Fixed Rate 39% Adjustable Rate 61% 12 Loan Portfolio Detail Commercial Loan Growth ($M) Loan Maturity Schedule as of September 30, 2026 Loan Portfolio Highlights Fixed vs. Adjustable-Rate Loans as of September 30, 2026 ■ Diversified portfolio with an emphasis on commercial and business clients with sufficient debt service ratios, guarantor liquidity, and multiple forms of collateral ■ Substantial repeat business with very little turnover ■ All lending relationships over $2.5M in exposure get an expansive annual credit review ■ Every commercial loan has a 10% deposit requirement, typically the primary operating account ■ C&D portfolio largely domiciled in major metro markets. All transactions greater than $2.5M require multiple site visits. ■ Single-family mortgage loans are retained on the balance sheet Compound Annual Growth Rate (CAGR) is from December 31, 2020 to December 31, 2025 for all graphs (excludes Q3 2026)

$8,567 $5,810 $7,981 $10,825 $16,967 $24,745 0.71% 0.44% 0.47% 0.60% 0.91% 1.24% 2021 2022 2023 2024 2025 YTD $7,095 $5,722 $6,276 $5,893 $6,498 $7,574 0.41% 0.33% 0.29% 0.26% 0.28% 0.31% 2021 2022 2023 2024 2025 Q3 2026 13 Asset Quality Criticized and Classified Loans / Loans (%) Allowance for Credit Losses / NPAs (%) NPAs and 90 Days Past Due / Assets (%) Net Charge-offs (Recoveries) / Average Loans (%) $113 ($1,092) $87 $259 $525 $59 0.01% -0.09% 0.01% 0.01% 0.03% 0.01% 2021 2022 2023 2024 2025 Q3 2026 $8,567 $5,810 $7,981 $10,825 $16,967 $24,745 0.71% 0.44% 0.47% 0.60% 0.91% 1.24% 2021 2022 2023 2024 2025 Q3 2026 Dollar figures are in thousands ($000)

14 Investment Highlights 1 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

16 (dollars in thousands, except per share data) September 30, 2026 June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025 September 30, 2026 September 30, 2025 Pre-Tax Pre-Provision Net Income: Pre-tax income 13,837 $ 12,894 $ 11,860 $ 12,391 $ 12,296 $ 38,592 $ 35,054 $ Add: provision for credit losses 348 399 122 463 - 869 - Pre-tax pre-provision net income 14,185 $ 13,293 $ 11,982 $ 12,854 $ 12,296 $ 39,461 $ 35,054 $ Tangible Common Equity: Shareholders' equity 311,307 $ 302,618 $ 293,518 $ 285,344 $ 245,153 $ 311,307 245,153 Less: noncontrolling interest - Less: goodwill 8,511 8,511 8,511 8,511 8,511 8,511 8,511 Less: core deposit intangible (net of tax benefit) 2,310 2,594 2,875 3,164 3,448 2,310 3,448 Tangible common equity 300,486 $ 291,513 $ 282,132 $ 273,669 $ 233,194 $ 300,486 $ 233,194 $ Pre-Tax Pre-Provision Return on Average Assets: Total average assets 2,357,445 $ 2,301,752 $ 2,296,115 $ 2,249,282 $ 2,170,869 $ 2,318,437 $ 2,236,196 $ Pre-tax pre-provision net income 14,185 13,293 11,982 12,854 12,296 39,461 35,054 Pre-tax pre-provision return on average assets 2.41% 2.31% 2.09% 2.29% 2.27% 2.27% 2.09% Return on Average Tangible Common Equity: Total average shareholders' equity $ 306,929 $ 297,631 $ 288,485 259,784 $ 239,473 $ 297,681 $ 229,099 $ Less: average intangible assets (net of tax benefit) 10,821 11,105 11,386 11,767 11,980 11,104 $ 12,096 $ Less: average non controlling interest - - - - - - - Average common tangible equity 296,108 286,526 277,099 248,017 227,493 286,577 217,003 Net income to shareholders 10,868 10,216 9,534 10,167 9,467 30,619 27,057 Return on average common tangible equity 14.68% 14.26% 13.76% 16.40% 16.65% 14.25% 16.62% As of and for the Nine Months Ended Non-GAAP Reconciliations (unaudited) As of and for the Three Months Ended

17 (dollars in thousands, except per share data) September 30, 2026 June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025 September 30, 2026 September 30, 2025 Tangible Book Value per Share: Tangible common equity 300,486 $ 291,513 $ 282,132 $ 273,669 $ 233,194 $ 300,486 $ 233,194 $ Shares of common stock outstanding 13,710,195 13,701,270 13,697,987 13,697,987 12,239,644 13,710,195 12,239,644 Tangible book value per share, reported 21.92 $ 21.28 $ 20.60 $ 19.98 $ 19.05 $ 21.92 $ 19.05 $ Tangible Common Equity to Tangible Assets: Tangible common equity 300,486 $ 291,513 $ 282,132 $ 273,669 $ 233,194 $ 300,486 $ 233,194 $ Total assets 2,442,326 2,376,584 2,328,789 2,291,455 2,214,408 2,442,326 2,214,408 Less: intangible assets 11,629 12,012 12,392 12,767 13,149 11,629 13,149 Tangible assets 2,430,697 2,364,572 2,316,397 2,278,688 2,201,258 2,430,697 2,201,258 Tangible common equity to tangible assets 12.36% 12.33% 12.18% 12.01% 10.59% 12.36% 10.59% Core Deposits: Total Deposits 1,887,395 $ 1,873,172 $ 1,892,217 $ 1,815,734 $ 1,780,634 $ 1,887,395 $ 1,780,634 Less: Time deposits greater than $250,000 108,213 107,910 105,717 103,833 101,767 108,213 101,767 Less: Brokered deposits 47,275 55,375 41,533 47,970 47,970 47,275 47,970 Core deposits 1,731,907 $ 1,709,887 $ 1,744,967 $ 1,663,931 $ 1,630,897 $ 1,731,907 $ 1,630,897 $ Core Net Income: Net income 10,868 $ 10,216 $ 9,534 $ 10,167 $ 9,467 $ 30,619 $ 27,057 $ Add: Non-recurring Expense - - 603 - - 603 309 Less: tax effect - - (133) - - (133) (78) Core net income 10,868 $ 10,216 $ 10,004 $ 10,167 $ 9,467 $ 31,088 $ 27,288 Core Net Income per Share: Core net income 10,868 $ 10,216 $ 10,004 $ 10,167 $ 9,467 $ 31,088 $ 27,288 $ Weighted average common shares outstanding 13,701,368 13,700,296 13,697,987 13,697,987 12,239,644 13,699,901 12,205,817 Core net income per share 0.79 $ 0.75 $ 0.73 $ 0.74 $ 0.77 $ 2.27 $ 2.24 $ Core Return on Average Assets: Core net income 10,868 $ 10,216 $ 10,004 $ 10,167 $ 9,467 $ 31,088 $ 27,288 $ Average assets 2,357,445 2,301,752 2,296,115 2,249,282 2,170,869 2,318,437 2,236,196 Core return on average assets 1.84% 1.78% 1.74% 1.81% 1.74% 1.79% 1.63% As of and for the Nine Months Ended Non-GAAP Reconciliations (unaudited) As of and for the Three Months Ended

18 (dollars in thousands, except per share data) September 30, 2026 June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025 September 30, 2026 September 30, 2025 Core Return on Average Common Equity: Total average shareholders' equity 306,929 $ 297,631 $ 288,485 $ 259,784 $ 239,473 $ 297,681 $ 229,099 $ Core net income 10,868 $ 10,216 $ 10,004 $ 10,167 $ 9,467 $ 31,088 $ 27,288 $ Core return on average common equity 14.16% 13.73% 13.87% 15.65% 15.81% 13.92% 15.88% Core Return on Average Tangible Common Equity: Average tangible common equity 296,108 $ 286,526 $ 277,099 $ 248,017 $ 227,493 $ 286,577 $ 217,003 $ Core net income 10,868 10,216 10,004 10,167 9,467 31,088 27,288 Core return on average tangible common equity 14.68% 14.26% 14.44% 16.40% 16.65% 14.46% 16.77% Core Efficiency Ratio: Net interest income 22,487 $ 21,515 $ 20,478 $ 20,810 $ 20,222 $ 64,480 $ 59,620 $ Noninterest income 2,699 2,650 2,591 2,667 2,626 7,941 7,293 Operating revenue 25,186 $ 24,165 $ 23,069 $ 23,477 $ 22,848 $ 72,421 $ 66,913 Total noninterest expenses 11,001 10,872 11,087 10,623 10,552 32,960 31,858 Less: non-recurring expenses - - 603 - - 603 309 Core noninterest expenses 11,001 10,872 10,484 10,623 10,552 32,357 31,549 Core efficiency ratio 43.68% 44.99% 45.45% 45.25% 46.18% 44.68% 47.15% Efficiency ratio 43.68% 44.99% 48.06% 45.25% 46.18% 45.51% 47.61% As of and for the Nine Months Ended Non-GAAP Reconciliations (unaudited) As of and for the Three Months Ended

EX-99.3 — PRESS RELEASE OF COMMERCIAL BANCGROUP, INC., DATED OCTOBER 26, 2026, ANNOUNCING THE DECLARATION OF A QUARTERLY CASH DIVIDEND

EX-99.3

Filename: ea030947201ex99-3.htm · Sequence: 4

Exhibit 99.3

COMMERCIAL BANCGROUP, INC. ANNOUNCES QUARTERLY

CASH DIVIDEND

HARROGATE, TN (October 26, 2026) – Commercial Bancgroup, Inc.

(“Commercial”) (NASDAQ:CBK), the parent company of Commercial Bank (the “Bank”), announced today that the board

of directors of Commercial declared a quarterly cash dividend of $0.12 per share of Commercial common stock payable on December 30, 2026,

to shareholders of record as of the close of business on December 15, 2026.

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 are forward-looking statements. These forward-looking statements are generally identified by the use of forward-looking terminology,

including the terms “anticipate,” “believe,” “could,” “estimate,” “expect,”

“intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,”

“target,” “will,” “would” and, in each case, their negative or other variations or comparable terminology

and expressions. You should not place undue reliance on these forward-looking statements as actual future results may differ materially

from those expressed or implied by any forward-looking statement. These forward-looking statements are subject to known and unknown risks,

uncertainties and other factors that could cause actual results to differ materially from those expressed in or implied by any forward-looking

statements, including but not limited to: (1) business and economic conditions nationally, regionally and in our target markets,

particularly in Kentucky, North Carolina and Tennessee and the particular geographic areas in which we operate; (2) the level of, or changes

in the level of, interest rates and inflation, including the effects thereof on our earnings and financial condition and the market value

of our investment securities and loan portfolios; (3) the concentration of our loan portfolio in real estate loans and changes in the

prices, values and sales volumes of commercial and residential real estate; (4) the concentration of our business within our geographic

areas of operation in Kentucky, North Carolina and Tennessee and neighboring markets; (5) credit and lending risks associated with our

commercial real estate, commercial, and construction and land development loan portfolios; (6) risks associated with our focus on lending

to small and medium-sized businesses; (7) our ability to maintain important deposit customer relationships, maintain our reputation or

otherwise avoid liquidity risks; (8) changes in demand for our products and services; (9) the failure of assumptions and estimates underlying

the establishment of allowances for possible credit losses and other asset impairments, valuations of assets and liabilities and other

calculations; (10) the sufficiency of our capital, including sources of such capital and the extent to which capital may be used or required;

(11) our ability to maintain a “satisfactory” rating under the Community Reinvestment Act; (12) the risk that our cost of

funding could increase in the event we are unable to continue to attract stable, low-cost deposits or maintain or reduce our cost of deposits;

(13) our inability to raise necessary capital to fund our growth strategy and operations or to meet increased required minimum regulatory

capital levels; (14) our ability to execute and prudently manage our growth and execute our business strategy, including expansionary

activities; (15) the composition of and changes in our management team and our ability to attract, incentivize and retain key personnel;

(16) the effects of competition from a wide variety of local, regional, national and other providers of financial, investment, trust and

other wealth management services and insurance services, including the disruptive effects of financial technology and other competitors

who are not subject to the same level of supervision and regulation as Commercial and the

Bank; (17) the deterioration of our asset quality or the value of collateral securing loans; (18) changes in accounting standards; (19)

the effectiveness of our risk management framework, including internal controls; (20) severe weather, natural disasters, pandemics, epidemics,

acts of war, terrorism, or other external events, such as the transition risk associated with climate change, and other matters beyond

our control; (21) changes in technology or products that may be more difficult, or costly, or less effective than anticipated; (22) the

risks of acquisitions and other expansionary activities, including without limitation our ability to identify and consummate transactions

with potential future acquisition candidates, the time and costs associated with pursuing such transactions, our ability to successfully

integrate operations as part of such transactions and our ability, and possible failures, to achieve expected gains, revenue growth, expense

savings and/or other synergies from such transactions; (23) our ability to maintain our historical rate of growth; (24) failure to keep

pace with technological change or difficulties when implementing new technologies; (25) systems failures or interruptions involving our

risk management framework, our information technology and telecommunications systems or third-party service providers; (26) our ability

to identify and address unauthorized data access, cyber-crime and other threats to data security and customer privacy; (27) our compliance

with governmental and regulatory requirements, including the Bank Holding Company Act of 1956, as amended, and other laws relating

to banking, consumer protection, securities and tax matters, and our ability to maintain licenses required in connection with mortgage

origination, sale and servicing operations; (28) compliance with the Bank Secrecy Act of 1970, Office of Foreign Assets Control

rules and anti-money laundering laws and regulations; (29) governmental monetary and fiscal policies; (30) changes in laws, rules, or

regulations, or interpretations thereof, or policies relating to financial institutions or accounting, tax, trade, monetary or fiscal

matters; (31) our ability to receive dividends from the Bank and satisfy our obligations as they become due; (32) the institution and

outcome of litigation and other legal proceedings against us or to which we become subject; (33) the limited experience of our management

team in managing and operating a public company; (34) the incremental costs of operating as a public company; and (35) our ability to

meet our obligations as a public company, including our obligations under Section 404 of the Sarbanes-Oxley Act of 2002. Additional

factors that could affect forward-looking statements in this press release can be found in the sections titled “Risk Factors”

and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on

Form 10-K for the fiscal year ended December 31, 2025, or in any of the 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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