CBK

HARROGATE, TN / ACCESS Newswire / July 27, 2026 / Commercial Bancgroup, Inc. ("Commercial" or the "Company") (NASDAQ:CBK), the parent company of Commercial Bank (the "Bank"), today announced net income of $10.2 million, or $0.75 per common share, for the second quarter of 2026, compared to net income of $8.9 million, or $0.73 per common share, for the second quarter of 2025. Core (net of any one-time adjustments) net income was $10.2 million, or $0.75 per common share, for the second quarter of 2026, compared to core net income of $9.1 million, or $0.75 per common share, for the second quarter of 2025. Prior to Commercial's initial public offering ("IPO") of its common stock in October 2025, Commercial had three classes of common stock outstanding: common stock, Class B common stock, and Class C common stock. On September 18, 2025, Commercial's charter was amended and restated. The Company's amended and restated charter provided for, among other things: effective upon the filing of the amended and restated charter, the reclassification and conversion of (i) each outstanding share of Class B common stock into 1.15 shares of common stock and (ii) each outstanding share of Class C common stock into 1.05 shares of common stock (collectively, the "Stock Reclassification"); and effective immediately following the Stock Reclassification, a 250-for-1 forward stock split in respect of the outstanding shares of our common stock (the "Stock Split"). Our financial statements, including earnings per share and book value per share, reflect the stock Reclassification and Stock Split retroactively. Because the IPO occurred after September 30, 2025, the financial impacts of the IPO are reflected for the fourth quarter of 2025 in the financial statements presented in this press release. Second Quarter 2026 Performance Highlights: Net income of $10.2 million or $0.75 per common share; Core net income of $10.2 million or $0.75 per common share (see non-GAAP reconciliation) Return on average assets ("ROAA") of 1.78%; Core ROAA of 1.78% (see non-GAAP reconciliation) Return on average equity ("ROAE") of 13.73%; Core ROAE of 13.73% (see non-GAAP reconciliation) Return on average tangible common equity ("ROATCE") of 14.26%; Core ROATCE of 14.26% (see non-GAAP reconciliation) Net interest margin of 4.06%, an increase of 18 basis points from the first quarter of 2026 Core efficiency ratio of 44.99% (see non-GAAP reconciliation) Loans outstanding net of deferred fees and discounts increased $48.4 million during the quarter, or 2.6% from the first quarter of 2026 Book value per share increased $0.66, or 3.1%, to $22.09 and tangible book value per share increased $0.68, or 3.3%, to $21.28 at June 30, 2026 from $21.43 and $20.60, respectively, at March 31, 2026 (see non-GAAP reconciliation) Net charge-offs to average loans of 0.00% and nonperforming assets to total assets of 0.31% Year-To-Date Highlights: Net income of $19.8 million or $1.44 per common share for the six months ended June 30, 2026, compared to $17.6 million or $1.44 per common share for the six months ended June 30, 2025 ROAA of 1.72% for the six months ended June 30, 2026, compared to 1.55% for the six months ended June 30, 2025 ROAE of 13.48% for the six months ended June 30, 2026, compared to 15.71% for the six months ended June 30, 2025 Total operating revenue of $47.2 million for the six months ended June 30, 2026, compared to $44.1 million for the six months ended June 30, 2025 Non-interest expense of $22.0 million for the six months ended June 30, 2026, compared to $21.3 million for the six months ended June 30, 2025 Book value per share of $22.09 as of June 30, 2026, compared to $19.22 as of June 30, 2025 Tangible book value per share of $21.28 as of June 30, 2026, compared to $18.22 as of June 30, 2025 (see non-GAAP reconciliation) Core efficiency ratio of 45.2% for the six months ended June 30, 2026, compared to 47.7% for the six months ended June 30, 2025 (see non-GAAP reconciliation) Balance Sheet Trends Total assets were $2.4 billion as of June 30, 2026, compared to $2.3 billion as of June 30, 2025. Loans outstanding net of deferred fees and discounts were $1.9 billion as of June 30, 2026, an increase of $149.0 million, or 8.3%, from June 30, 2025. As of June 30, 2026, the Bank exceeded the minimum requirements to be well-capitalized for bank regulatory purposes, with a total risk-based capital ratio of 14.0%, a Tier 1 risk-based capital ratio of 13.0%, a common equity Tier 1 capital ratio of 13.0%, and a Tier 1 leverage ratio of 11.6%. Total deposits were $1.9 billion as of June 30, 2026, an increase of $21.9 million, or 1.2%, from June 30, 2025. Noninterest bearing demand deposits increased $12.7 million, or 3.0%, to $428.4 million as of June 30, 2026, from $415.7 million as of June 30, 2025. Non-brokered deposits were $1.8 billion as of June 30, 2026, an increase of $91.8 million, or 5.3%, from June 30, 2025. This increase was primarily driven by normal customer business cycles and deposit growth. Asset quality declined slightly with nonperforming assets to total assets of 0.31% as of June 30, 2026 as compared to 0.30% as of June 30, 2025. The allowance for credit losses to total loans decreased to 0.96% as of June 30, 2026 from 1.00% as of June 30, 2025. Net Income Before Income Taxes Net income before income taxes was $12.9 million for the three months ended June 30, 2026, an increase of $1.3 million, or 11.6%, from the three months ended June 30, 2025. The increase was primarily the result of an increase in net interest income after provision for credit losses of $1.1 million or 5.3% and an increase in non-interest income of $0.4 million or 19.2%. These increases were offset by an increase of noninterest expense of $0.1 million or 1.4%. Non-Interest Income Non-interest income was $2.7 million for the three months ended June 30, 2026, an increase of $0.4 million, or 19.2%, as compared to the three months ended June 30, 2025. This increase was primarily due to an increase in customer service and ATM fees. About Commercial Bancgroup, Inc. Commercial Bancgroup, Inc. is a bank holding company headquartered in Harrogate, Tennessee. Through our wholly owned subsidiary, Commercial Bank, a Tennessee state-chartered bank, we offer a suite of traditional consumer and commercial banking products and services to businesses and individuals in select markets in Kentucky, North Carolina, and Tennessee. More information about Commercial can be found on its website at www.cbtn.com. Commercial Bancgroup, Inc.Financial Tables (1) Considered non-GAAP financial measure - See "Non-GAAP Financial Measures" and reconciliation of non-GAAP financial measures at table 10 Financial Highlights (Unaudited) (1) Considered non-GAAP financial measure - See "Non-GAAP Financial Measures" and reconciliation of non-GAAP financial measures at table 10 Financial Highlights (Unaudited) (1) Considered non-GAAP financial measure - See "Non-GAAP Financial Measures" and reconciliation of non-GAAP financial measures at table 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) (1) Considered non-GAAP financial measure - See "Non-GAAP Financial Measures" and reconciliation of non-GAAP financial measures at table 10 Non-GAAP Financial Measures This press release contains certain financial measure(s) that are not financial measure(s) recognized under generally accepted accounting principles in the U.S. ("GAAP") and, therefore, are considered non-GAAP financial measure(s) and should be read along with the accompanying reconciliation of non-GAAP financial measure(s) to GAAP financial measure(s). We use non-GAAP financial measures, certain of which are included in this press release, both to explain our operating results to shareholders and the investment community and to evaluate, analyze, and manage our business. We believe that these non-GAAP financial measures provide a better understanding of ongoing operations, enhance the comparability of results across periods, and enable investors to better understand our performance. Our management believes that the "core" metrics described below and used in this press release assist users of the Company's financial statements with their financial analysis period-over-period as they exclude certain non-recurring items. However, non-GAAP financial measures should not be considered in isolation and should be considered supplemental in nature and not as a substitute for or superior to the most directly comparable or other financial measures calculated in accordance with GAAP. Additionally, the manner in which the non-GAAP financial measure(s) contained in this press release are calculated may differ from the manner in which measures with similar names are calculated by other companies. You should understand how other companies calculate their financial measures similar to, or with names similar to, the non-GAAP financial measure(s) contained in this press release when comparing such financial measures. The non-GAAP financial measures in this press release include the following: Core deposits. We calculate core deposits by excluding jumbo time deposits (deposits greater than or equal to $250,000) from total deposits. Core net income. We define core net income as net income plus non-recurring expenses, net of the related tax effect of non-recurring expenses. Core net income per share. We define core net income per share as core net income divided by weighted average common shares outstanding. Core ROAA. We define core ROAA as core net income divided by average assets, with average assets based upon the average daily balance of total assets in each period. Core return on average tangible common equity. We define core return on average tangible common equity as core net income divided by total average shareholders' equity less average intangible assets (goodwill and core deposit intangibles). Pre-tax pre-provision net income. We define pre-tax pre-provision net income as pre-tax net income plus provision for loan and lease losses. Core efficiency ratio. We define core efficiency ratio as noninterest expenses (less non-recurring expenses), divided by operating revenue (net interest plus total noninterest income). This ratio is an indicator used by our management to assess operating efficiencies and is intended to demonstrate how efficiently our management is controlling expenses relative to generating revenues on our core activities. Pre-tax, pre-provision ROAA. We define pre-tax, pre-provision ROAA as pre-tax, pre-provision net income divided by average assets calculated based upon the average daily balance of total assets in each year. Tangible assets. We define tangible assets as total assets less goodwill and other intangible assets. Return on average tangible common equity ROATCE. We define return on average tangible common equity ROATC as net income divided by average common equity calculated based as total average shareholders' equity less average intangible assets net of tax benefit. Tangible book value per share. We define tangible book value per share as our tangible common equity, which is shareholders' equity reduced by goodwill and other intangible assets, divided by diluted weighted average shares outstanding. Tangible common equity to tangible assets. We define tangible common equity to tangible assets as tangible common equity divided by tangible assets calculated based as total assets net of intangible assets. The following table provides a reconciliation of the above non-GAAP financial measures to their most directly comparable financial measure presented in accordance with GAAP. Non-GAAP Reconciliations (unaudited) Contacts: Philip J. MethenySr. Executive Vice President, Chief Financial OfficerCommercial Bancgroup, [email protected] Roger MobleyExecutive Vice President, Chief Financial OfficerCommercial [email protected] SOURCE: Commercial Bancgroup, Inc. View the original press release on ACCESS Newswire

HARROGATE, TN / ACCESS Newswire / July 27, 2026 / Commercial Bancgroup, Inc. ("Commercial") (NASDAQ:CBK), the parent company of Commercial Bank, announced today that the board of directors of Commercial declared a quarterly cash dividend of $0.12 per share of Commercial common stock payable on September 30, 2026, to shareholders of record as of the close of business on September 15, 2026. This cash dividend represents a $0.02, or 20.0%, increase over the $0.10 cash dividend paid during the second quarter of 2026. "Our consistent profitability and performance metrics have enabled us to support growth and return value to shareholders. This dividend increase reflects our confidence in the long-term earnings and growth outlook of Commercial Bancgroup, Inc. and our commitment to our shareholders," said Terry Lee, CEO and President of Commercial. About Commercial Bancgroup, Inc. 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. MethenySr. Executive Vice President, Chief Financial OfficerCommercial Bancgroup, [email protected] Roger MobleyExecutive Vice President, Chief Financial OfficerCommercial [email protected] Forward-Looking Statements This press release contains statements that constitute "forward-looking statements" within the meaning of the U.S. federal securities laws. The statements in this press release that are not purely historical facts are forward-looking statements. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and, in each case, their negative or other variations or comparable terminology and expressions. You should not place undue reliance on these forward-looking statements as actual future results may differ materially from those expressed or implied by any forward-looking statement. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in any forward-looking statements, including but not limited to: (1) business and economic conditions nationally, regionally and in our target markets, particularly in Kentucky, North Carolina and Tennessee and the particular geographic areas in which we operate; (2) the level of, or changes in the level of, interest rates and inflation, including the effects thereof on our earnings and financial condition and the market value of our investment securities and loan portfolios; (3) the concentration of our loan portfolio in real estate loans and changes in the prices, values and sales volumes of commercial and residential real estate; (4) the concentration of our business within our geographic areas of operation in Kentucky, North Carolina and Tennessee and neighboring markets; (5) credit and lending risks associated with our commercial real estate, commercial, and construction and land development loan portfolios; (6) risks associated with our focus on lending to small and medium-sized businesses; (7) our ability to maintain important deposit customer relationships, maintain our reputation or otherwise avoid liquidity risks; (8) changes in demand for our products and services; (9) the failure of assumptions and estimates underlying the establishment of allowances for possible credit losses and other asset impairments, valuations of assets and liabilities and other calculations; (10) the sufficiency of our capital, including sources of such capital and the extent to which capital may be used or required; (11) our inability to maintain a "satisfactory" rating under the Community Reinvestment Act; (12) the risk that our cost of funding could increase in the event we are unable to continue to attract stable, low-cost deposits or maintain or reduce our cost of deposits; (13) our inability to raise necessary capital to fund our growth strategy and operations or to meet increased required minimum regulatory capital levels; (14) our ability to execute and prudently manage our growth and execute our business strategy, including expansionary activities; (15) the composition of and changes in our management team and our ability to attract, incentivize and retain key personnel; (16) the effects of competition from a wide variety of local, regional, national and other providers of financial, investment, trust and other wealth management services and insurance services, including the disruptive effects of financial technology and other competitors who are not subject to the same regulations as the Company and the Bank; (17) the deterioration of our asset quality or the value of collateral securing loans; (18) changes in accounting standards; (19) the effectiveness of our risk management framework, including internal controls; (20) severe weather, natural disasters, pandemics, epidemics, acts of war, terrorism, or other external events, such as the transition risk associated with climate change, and other matters beyond our control; (21) changes in technology or products that may be more difficult, more costly, or less effective than anticipated; (22) the risks of acquisitions and other expansionary activities, including without limitation our ability to identify and consummate transactions with potential future acquisition candidates, the time and costs associated with pursuing such transactions, our ability to successfully integrate operations as part of such transactions and our ability, and possible failures, to achieve expected gains, revenue growth, expense savings and/or other synergies from such transactions; (23) our ability to maintain our historical rate of growth; (24) failure to keep pace with technological change or difficulties when implementing new technologies; (25) systems failures or interruptions involving our risk management framework, our information technology and telecommunications systems or third-party service providers; (26) our ability to identify and address unauthorized data access, cyber-crime and other threats to data security and customer privacy; (27) our compliance with governmental and regulatory requirements, including the Bank Holding Company Act of 1956, as amended, and other laws relating to banking, consumer protection, securities and tax matters, and our ability to maintain licenses required in connection with mortgage origination, sale and servicing operations; (28) compliance with the Bank Secrecy Act of 1970, Office of Foreign Assets Control rules and anti-money laundering laws and regulations; (29) governmental monetary and fiscal policies; (30) changes in laws, rules, or regulations, or interpretations thereof, or policies relating to financial institutions or accounting, tax, trade, monetary or fiscal matters; (31) our ability to receive dividends from the Bank and satisfy our obligations as they become due; (32) the institution and outcome of litigation and other legal proceedings against us or to which we become subject; (33) the limited experience of our management team in managing and operating a public company; (34) the incremental costs of operating as a public company; (35) our ability to meet our obligations as a public company, including our obligations under Section 404 of the Sarbanes-Oxley Act of 2002; and (36) other risks and factors described under the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, or in any of the Company's subsequent filings with the U.S. Securities and Exchange Commission. Commercial undertakes no obligation to update these forward-looking statements, as a result of changes in assumptions, new information, or otherwise, after the date of this press release, except as required by law. SOURCE: Commercial Bancgroup, Inc. View the original press release on ACCESS Newswire

HARROGATE, TN / ACCESS Newswire / April 27, 2026 / Commercial Bancgroup, Inc. ("Commercial" or the "Company") (Nasdaq:CBK), the parent company of Commercial Bank (the "Bank"), today announced net income of $9.5 million, or $0.70 per common share, for the first quarter of 2026, compared to net income of $8.7 million, or $0.72 per common share, for the first quarter of 2025. Core (net of any one-time adjustments) net income was 10.0 million, or $0.73 per common share, for the first quarter of 2026, compared to core net income of $8.7 million, or $0.72 per common share, for the first quarter of 2025. Prior to Commercial's initial public offering ("IPO") of it's common stock in October 2025, Commercial had three classes of common stock outstanding: common stock, Class B common stock, and Class C common stock. On September 18, 2025, Commercial's charter was amended and restated. The Company's amended and restated charter provided for, among other things: effective upon the filing of the amended and restated charter, the reclassification and conversion of (i) each outstanding share of Class B common stock into 1.15 shares of common stock and (ii) each outstanding share of Class C common stock into 1.05 shares of common stock (collectively, the "Stock Reclassification"); and effective immediately following the Stock Reclassification, a 250-for-1 forward stock split in respect of the outstanding shares of our common stock (the "Stock Split"). Our financial statements, including earnings per share and book value per share, reflect the stock Reclassification and Stock Split retroactively. Because the IPO occurred after September 30, 2025, the financial impacts of the IPO are reflected for the fourth quarter of 2025 in the financial statements presented in this press release. First Quarter 2026 Performance Highlights: Net income of $9.5 million or $0.70 per common share; Core net income of $10.0 million or $0.73 per common share (see non-GAAP reconciliation) Return on average assets ("ROAA") of 1.66%; Core return on average assets of 1.74% share (see non-GAAP reconciliation) Return on average equity ("ROAE") of 13.22%; Core return on average equity of 13.87% share (see non-GAAP reconciliation) Return on average tangible common equity ("ROATCE") of 13.76%; Core return on average tangible common equity of 14.44% (see non-GAAP reconciliation) Net interest margin of 3.88%, a decrease of 13 basis points from the fourth quarter of 2025 Core efficiency ratio of 45.45% share (see non-GAAP reconciliation) Total loans increased $18.1 million during the quarter, or 4.0% annualized, from the fourth quarter of 2025 Book value per share increased $0.60, or 11.5% annualized, to $21.43 and tangible book value per share increased $0.62, or 12.4% annualized, to $20.60 at March 31, 2026 from the $20.83 and $19.98, respectively, at December 31, 2025 (see non-GAAP reconciliation) Net charge-offs to average loans of 0.01% and nonperforming assets to total assets of 0.28% Redeemed $6.2 million in principal amount of trust preferred securities   Year-Over-Year Highlights: Net income of $9.5 million or $0.70 per share for the three months ended March 31, 2026, compared to $8.7 million or $0.72per share for the three months ended March 31, 2025. Return on average assets of 1.66% for the three months ended March 31, 2026, compared to 1.52% for the three months ended March 31, 2025. Return on average shareholders' equity of 13.22% for the three months ended March 31, 2026, compared to 15.81% for the three months ended March 31, 2025. Total operating revenue of $23.1 million for the three months ended March 31, 2026, compared to $21.8 million for the three months ended March 31, 2025. Non-interest expense of $11.1 million for the three months ended March 31, 2026, compared to $10.6 million for the three months ended March 31, 2025. Tangible book value per share of $20.60 per share as of March 31, 2026, compared to $17.45 per share as of March 31, 2025 (see non-GAAP reconciliation). Core Efficiency ratio of 45.5% for the three months ended March 31, 2026, compared to 48.6% for the three months ended March 31, 2025. The Federal Reserve Bank of Atlanta raised the Bank's Community Reinvestment Act rating from Needs to Improve to Satisfactory. Balance Sheet Trends Total assets were $2.3 billion as of March 31, 2026, compared to $2.3 billion as of March 31, 2025. Total net loans were $1.9 billion as of March 31, 2026, an increase of $96.8 million, or 5.4%, from March 31, 2025. While the Bank experienced various large loan payoffs from long-term borrowers selling businesses during 2025, the Bank had strong loan growth during the fourth quarter of 2025. Total net loans increased by $18.4 million or 1.0% from $1.9 billion as of December 31, 2025. As of March 31, 2026, the Bank exceeded the minimum requirements to be well-capitalized for bank regulatory purposes, with a total risk-based capital ratio of 14.0%, a Tier 1 risk-based capital ratio of 13.0%, a common equity Tier 1 capital ratio of 13.0%, and a Tier 1 leverage ratio of 11.1%. Total deposits were $1.9 billion as of March 31, 2026, a decrease of $10.0 million, or 0.5%, from March 31, 2025. This decrease was primarily driven by a $103.8 million reduction in brokered deposits to $41.5 million at March 31, 2026, from $145.3 million at March 31, 2025. Noninterest bearing demand deposits decreased $16.7 million, or 4.0%, to $403.0 million as of March 31, 2026, from $419.8 million as of March 31, 2025. Non-brokered deposits were $1.9 billion as of March 31, 2026, an increase of $93.9 million, or 5.3%, from March 31, 2025. This increase was primarily driven by normal customer business cycles. Asset quality decreased slightly with nonperforming assets to total assets of 0.28% as of March 31, 2026 as compared to 0.24% as of March 31, 2025. The allowance for credit losses to total loans decreased slightly to 0.97% as of March 31, 2026 from 1.01% as of March 31, 2025. Net Income Before Income Taxes Net income before income taxes was $11.9 million for the three months ended March 31, 2026, an increase of $0.7 million, or 5.9%, from the three months ended March 31, 2025. The increase was primarily the result of an increase in net interest income after provision for credit losses of $1.0 million or 5.3% an increase in non-interest income of $0.2 million or 6.1% net of an increase of noninterest expense of $0.5 million or 4.8%. Non-Interest Income Non-interest income was $2.6 million for the three months ended March 31, 2026, an increase of $0.2 million, or 6.1%, as compared to the three months ended March 31, 2025. This increase was primarily due to an increase in customer service and ATM fees. About Commercial Bancgroup, Inc. Commercial Bancgroup, Inc. is a bank holding company headquartered in Harrogate, Tennessee. Through our wholly owned subsidiary, Commercial Bank, a Tennessee state-chartered bank, we offer a suite of traditional consumer and commercial banking products and services to businesses and individuals in select markets in Kentucky, North Carolina, and Tennessee. More information about Commercial can be found on its website at www.cbtn.com.   Commercial Bancgroup, Inc. Financial Tables (1) Considered non-GAAP financial measure - See "Non-GAAP Financial Measures" and reconciliation of non-GAAP financial measures at table 10 (1) Considered non-GAAP financial measure - See "Non-GAAP Financial Measures" and reconciliation of non-GAAP financial measures at table 10 (1) Considered non-GAAP financial measure - See "Non-GAAP Financial Measures" and reconciliation of non-GAAP financial measures at table 10 (1) Considered non-GAAP financial measure - See "Non-GAAP Financial Measures" and reconciliation of non-GAAP financial measures at table 10 x (1) Considered non-GAAP financial measure - See "Non-GAAP Financial Measures" and reconciliation of non-GAAP financial measures at table 10   x   x x     x x   x     Non-GAAP Financial Measures This press release contains certain financial measure(s) that are not financial measure(s) recognized under generally accepted accounting principles in the U.S. ("GAAP") and, therefore, are considered non-GAAP financial measure(s) and should be read along with the accompanying reconciliation of non-GAAP financial measure(s) to GAAP financial measure(s). We use non-GAAP financial measures, certain of which are included in this press release, both to explain our operating results to shareholders and the investment community and to evaluate, analyze, and manage our business. We believe that these non-GAAP financial measures provide a better understanding of ongoing operations, enhance the comparability of results across periods, and enable investors to better understand our performance. Our management believes that the "core" metrics described below and used in this press release assist users of the Company's financial statements with their financial analysis period-over-period as they exclude certain non-recurring items. However, non-GAAP financial measures should not be considered in isolation and should be considered supplemental in nature and not as a substitute for or superior to the most directly comparable or other financial measures calculated in accordance with GAAP. Additionally, the manner in which the non-GAAP financial measure(s) contained in this press release are calculated may differ from the manner in which measures with similar names are calculated by other companies. You should understand how other companies calculate their financial measures similar to, or with names similar to, the non-GAAP financial measure(s) contained in this press release when comparing such financial measures. The non-GAAP financial measures in this press release include the following: Core deposits. We calculate core deposits by excluding jumbo time deposits (deposits greater than or equal to $250,000) from total deposits. Core net income. We define core net income as net income plus non-recurring expenses, net of the related tax effect of non-recurring expenses. Core diluted earnings per share. We define core diluted earnings per share as core net income divided by diluted weighted average shares outstanding. Core ROAA. We define core ROAA as core net income divided by average assets, with average assets based upon the average daily balance of total assets in each period. Core return on average tangible common equity. We define core return on average tangible common equity as core net income divided by total average shareholders' equity less average intangible assets (goodwill and core deposit intangibles). Core efficiency ratio. We define core efficiency ratio as operating revenue (net interest income, plus total noninterest income, divided by noninterest expenses (less non-recurring expenses). This ratio is an indicator used by our management to assess operating efficiencies and is intended to demonstrate how efficiently our management is controlling expenses relative to generating revenues on our core activities. Efficiency Ratio. We define efficiency ratio as operating expenses divided by fee income plus tax equivalent net interest income. This metric indicates how effectively the Company manages its expenses relative to its income, providing insights into cost management and profitability. Pre-tax, pre-provision ROAA. We define pre-tax, pre-provision ROAA as pre-tax, pre-provision net income divided by average assets calculated based upon the average daily balance of total assets in each year. Tangible assets. We define tangible assets as total assets less goodwill and other intangible assets. Tangible book value per share. We define tangible book value per share as our tangible common equity, which is shareholders' equity reduced by goodwill and other intangible assets, divided by diluted weighted average shares outstanding. The following table provides a reconciliation of the above non-GAAP financial measures to their most directly comparable financial measure presented in accordance with GAAP.   Contacts Philip J. Metheny Sr. Executive Vice President, Chief Financial Officer Commercial Bancgroup, Inc. [email protected] 423-869-5151 Roger Mobley Executive Vice President, Chief Financial Officer Commercial Bank [email protected] 704-648-0185 Commercial Bancgroup, Inc. Forward-Looking Statements This press release contains statements that constitute "forward-looking statements" within the meaning of the U.S. federal securities laws. The statements in this press release that are not purely historical facts are forward-looking statements. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and, in each case, their negative or other variations or comparable terminology and expressions. You should not place undue reliance on these forward-looking statements as actual future results may differ materially from those expressed or implied by any forward-looking statement. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in any forward-looking statements, including but not limited to: (1) business and economic conditions nationally, regionally and in our target markets, particularly in Kentucky, North Carolina and Tennessee and the particular geographic areas in which we operate; (2) the level of, or changes in the level of, interest rates and inflation, including the effects thereof on our earnings and financial condition and the market value of our investment securities and loan portfolios; (3) the concentration of our loan portfolio in real estate loans and changes in the prices, values and sales volumes of commercial and residential real estate; (4) the concentration of our business within our geographic areas of operation in Kentucky, North Carolina and Tennessee and neighboring markets; (5) credit and lending risks associated with our commercial real estate, commercial, and construction and land development loan portfolios; (6) risks associated with our focus on lending to small and medium-sized businesses; (7) our ability to maintain important deposit customer relationships, maintain our reputation or otherwise avoid liquidity risks; (8) changes in demand for our products and services; (9) the failure of assumptions and estimates underlying the establishment of allowances for possible credit losses and other asset impairments, losses, valuations of assets and liabilities and other estimates; (10) the sufficiency of our capital, including sources of such capital and the extent to which capital may be used or required; (11) our inability to maintain a "satisfactory" rating under the Community Reinvestment Act; (12) the risk that our cost of funding could increase in the event we are unable to continue to attract stable, low-cost deposits and reduce our cost of deposits; (13) our inability to raise necessary capital to fund our growth strategy and operations or to meet increased required minimum regulatory capital levels; (14) our ability to execute and prudently manage our growth and execute our business strategy, including expansionary activities; (15) the composition of and changes in our management team and our ability to attract, incentivize and retain key personnel; (16) the effects of competition from a wide variety of local, regional, national and other providers of financial, investment, trust and other wealth management services and insurance services, including the disruptive effects of financial technology and other competitors who are not subject to the same regulations as the Company and the Bank; (17) the deterioration of our asset quality or the value of collateral securing loans; (18) changes in accounting standards; (19) the effectiveness of our risk management framework, including internal controls; (20) severe weather, natural disasters, pandemics, epidemics, acts of war, terrorism, or other external events, such as the transition risk associated with climate change, and other matters beyond our control; (21) changes in technology or products that may be more difficult, more costly, or less effective than anticipated; (22) the risks of acquisitions and other expansionary activities, including without limitation our ability to identify and consummate transactions with potential future acquisition candidates, the time and costs associated with pursuing such transactions, our ability to successfully integrate operations as part of such transactions and our ability, and possible failures, to achieve expected gains, revenue growth, expense savings and/or other synergies from such transactions; (23) our ability to maintain our historical rate of growth; (24) failure to keep pace with technological change or difficulties when implementing new technologies; (25) systems failures or interruptions involving our risk management framework, our information technology and telecommunications systems or third-party service providers; (26) our ability to identify and address unauthorized data access, cyber-crime and other threats to data security and customer privacy; (27) our compliance with governmental and regulatory requirements, including the Bank Holding Company Act of 1956, as amended, and other laws relating to banking, consumer protection, securities and tax matters, and our ability to maintain licenses required in connection with mortgage origination, sale and servicing operations; (28) compliance with the Bank Secrecy Act of 1970, Office of Foreign Assets Control rules and anti-money laundering laws and regulations; (29) governmental monetary and fiscal policies; (30) changes in laws, rules, or regulations, or interpretations thereof, or policies relating to financial institutions or accounting, tax, trade, monetary or fiscal matters; (31) our ability to receive dividends from the Bank and satisfy our obligations as they become due; (32) the institution and outcome of litigation and other legal proceedings against us or to which we become subject; (33) the limited experience of our management team in managing and operating a public company; (34) the incremental costs of operating as a public company; (35) our ability to meet our obligations as a public company, including our obligations under Section 404 of the Sarbanes-Oxley Act of 2002; and (36) other risks and factors described under the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual report on Form 10-K for the fiscal year ended December 31, 2025, or in any of the Company's subsequent filings with the U.S. Securities and Exchange Commission. Commercial undertakes no obligation to update these forward-looking statements, as a result of changes in assumptions, new information, or otherwise, after the date of this press release, except as required by law. SOURCE: Commercial Bancgroup, Inc. View the original press release on ACCESS Newswire

HARROGATE, TN / ACCESS Newswire / April 27, 2026 / Commercial Bancgroup, Inc. ("Commercial") (NASDAQ:CBK), the parent company for Commercial Bank, announced today that on April 27, 2026, the board of directors of Commercial (the "Board") declared a quarterly cash dividend of $0.10 per share of Commercial common stock payable on June 30, 2026, to shareholders of record as of the close of business on June 15, 2026. Commercial also announced that the Board authorized a stock repurchase plan (the "2026 Repurchase Program") pursuant to which Commercial may repurchase, from time to time, up to an aggregate of $10 million of its outstanding common stock. The 2026 Repurchase Program will expire on April 30, 2027, unless extended by the Board. "This stock repurchase authorization highlights our confidence in Commercial's business and our outlook for continued growth," stated Terry L. Lee, Commercial's President and CEO. "We believe the stock repurchase plan is a solid investment for our shareholders and provides us with the opportunity to leverage our strong financial position to improve our earnings per share." Repurchases under the 2026 Repurchase Program may be effected from time to time in the open market, in privately negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case subject to applicable regulatory requirements and other factors that may be considered by Commercial in its sole discretion. Repurchases may also be made pursuant to a trading plan under Rule 10b5-1 of the Exchange Act, which would permit shares to be repurchased when Commercial might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions. Commercial intends to fund the 2026 Repurchase Program with a combination of cash on hand and cash generated from ongoing operations, and repurchased shares will become authorized but unissued shares. The 2026 Repurchase Program does not obligate Commercial to repurchase any particular amount of common stock and may be extended, modified, amended, suspended or discontinued by the Board at any time. There can be no guarantee as to the exact number or value of shares that will be repurchased by Commercial. The timing and amount of share repurchases under the 2026 Repurchase Program will depend on a number of factors, including Commercial's stock price performance, ongoing capital planning considerations, general market conditions, and applicable legal requirements. About Commercial Bancgroup, Inc. Commercial Bancgroup, Inc. is a bank holding company headquartered in Harrogate, Tennessee. Through our wholly owned subsidiary, Commercial Bank, a Tennessee state-chartered bank, we offer a suite of traditional consumer and commercial banking products and services to businesses and individuals in select markets in Kentucky, North Carolina, and Tennessee. More information about Commercial Bancgroup, Inc. can be found on our website at ir.cbtn.com. Contacts Philip J. Metheny Sr. Executive Vice President, Chief Financial Officer Commercial Bancgroup, Inc. [email protected] 423-869-5151 Roger Mobley Executive Vice President, Chief Financial Officer Commercial Bank [email protected] 704-648-0185 Forward-Looking Statements This press release contains statements that constitute "forward-looking statements" within the meaning of the U.S. federal securities laws. The statements in this press release that are not purely historical facts, including statements relating to Commercial's continued growth, the benefits of and opportunities afforded by the 2026 Repurchase Program, the terms, timing, logistics, conditions, and utilization of the 2026 Repurchase Program, and the manner in which Commercial intends to fund stock repurchases under the 2026 Repurchase Program, are forward-looking statements. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and, in each case, their negative or other variations or comparable terminology and expressions. You should not place undue reliance on these forward-looking statements as actual future results may differ materially from those expressed or implied by any forward-looking statement. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in any forward-looking statements, including but not limited to: (1) business and economic conditions nationally, regionally and in our target markets, particularly in Kentucky, North Carolina and Tennessee and the particular geographic areas in which we operate; (2) the level of, or changes in the level of, interest rates and inflation, including the effects thereof on our earnings and financial condition and the market value of our investment securities and loan portfolios; (3) the concentration of our loan portfolio in real estate loans and changes in the prices, values and sales volumes of commercial and residential real estate; (4) the concentration of our business within our geographic areas of operation in Kentucky, North Carolina and Tennessee and neighboring markets; (5) credit and lending risks associated with our commercial real estate, commercial, and construction and land development loan portfolios; (6) risks associated with our focus on lending to small and medium-sized businesses; (7) our ability to maintain important deposit customer relationships, maintain our reputation or otherwise avoid liquidity risks; (8) changes in demand for our products and services; (9) the failure of assumptions and estimates underlying the establishment of allowances for possible credit losses and other asset impairments, losses, valuations of assets and liabilities and other estimates; (10) the sufficiency of our capital, including sources of such capital and the extent to which capital may be used or required; (11) our inability to maintain a "satisfactory" rating under the Community Reinvestment Act; (12) the risk that our cost of funding could increase in the event we are unable to continue to attract stable, low-cost deposits and reduce our cost of deposits; (13) our inability to raise necessary capital to fund our growth strategy and operations or to meet increased required minimum regulatory capital levels; (14) our ability to execute and prudently manage our growth and execute our business strategy, including expansionary activities; (15) the composition of and changes in our management team and our ability to attract, incentivize and retain key personnel; (16) the effects of competition from a wide variety of local, regional, national and other providers of financial, investment, trust and other wealth management services and insurance services, including the disruptive effects of financial technology and other competitors who are not subject to the same regulations as Commercial and Commercial Bank; (17) the deterioration of our asset quality or the value of collateral securing loans; (18) changes in accounting standards; (19) the effectiveness of our risk management framework, including internal controls; (20) severe weather, natural disasters, pandemics, epidemics, acts of war, terrorism, or other external events, such as the transition risk associated with climate change, and other matters beyond our control; (21) changes in technology or products that may be more difficult, more costly, or less effective than anticipated; (22) the risks of acquisitions and other expansionary activities, including without limitation our ability to identify and consummate transactions with potential future acquisition candidates, the time and costs associated with pursuing such transactions, our ability to successfully integrate operations as part of such transactions and our ability, and possible failures, to achieve expected gains, revenue growth, expense savings and/or other synergies from such transactions; (23) our ability to maintain our historical rate of growth; (24) failure to keep pace with technological change or difficulties when implementing new technologies; (25) systems failures or interruptions involving our risk management framework, our information technology and telecommunications systems or third-party service providers; (26) our ability to identify and address unauthorized data access, cyber-crime and other threats to data security and customer privacy; (27) our compliance with governmental and regulatory requirements, including the Bank Holding Company Act of 1956, as amended, and other laws relating to banking, consumer protection, securities and tax matters, and our ability to maintain licenses required in connection with mortgage origination, sale and servicing operations; (28) compliance with the Bank Secrecy Act of 1970, Office of Foreign Assets Control rules and anti-money laundering laws and regulations; (29) governmental monetary and fiscal policies; (30) changes in laws, rules, or regulations, or interpretations thereof, or policies relating to financial institutions or accounting, tax, trade, monetary or fiscal matters; (31) our ability to receive dividends from Commercial Bank and satisfy our obligations as they become due; (32) the institution and outcome of litigation and other legal proceedings against us or to which we become subject; (33) the limited experience of our management team in managing and operating a public company; (34) the incremental costs of operating as a public company; (35) our ability to meet our obligations as a public company, including our obligations under Section 404 of the Sarbanes-Oxley Act of 2002; and (36) other risks and factors described under the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, or in any of Commercial's subsequent filings with the U.S. Securities and Exchange Commission. Commercial undertakes no obligation to update these forward-looking statements, as a result of changes in assumptions, new information, or otherwise, after the date of this press release, except as required by law. SOURCE: Commercial Bancgroup, Inc. View the original press release on ACCESS Newswire

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 Commercial Bancgroup, Inc. Financial Tables (Unaudited) Commercial Bancgroup, Inc. Financial Tables (Unaudited) Commercial Bancgroup, Inc. Financial Tables (Unaudited)   Commercial Bancgroup, Inc. Financial Tables (Unaudited)   Commercial Bancgroup, Inc. Financial Tables (Unaudited)     Commercial Bancgroup, Inc. Financial Tables (Unaudited)   Commercial Bancgroup, Inc. Financial Tables (Unaudited)   Commercial Bancgroup, Inc. Financial Tables (Unaudited)   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.   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. View the original press release on ACCESS Newswire

HARROGATE, TN / ACCESS Newswire / October 27, 2025 / 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 $9.5 million, or $0.77 per diluted common share, for the third quarter of 2025, compared to net income less non-controlling interest of $9.2 million, or $0.74 per diluted common share, for the third 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 1,458,334 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"). The Company's common stock began trading on The Nasdaq Stock Market LLC on October 2, 2025, under the ticker symbol "CBK." On October 3, 2025, the Company completed its IPO, from which it received net proceeds of approximately $30.6 million. Commercial used certain of its proceeds from the IPO to repay certain Commercial indebtedness and intends to use other of its proceeds from the IPO to redeem its outstanding subordinated debentures and related trust preferred securities. 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 not included in the financial statements presented in this press release. Third quarter 2025 highlights: Net income less non-controlling interest of $9.5 million or $0.77 per share and $0.77 per diluted share for the three months ended September 30, 2025, compared to $9.2 million or $0.75 per share and $0.74 per diluted share for the three months ended September 30, 2024. Return on average assets of 1.69% for the three months ended September 30, 2025, compared to 1.65% for the three months ended September 30, 2024. Return on average shareholders' equity of 15.76% for the three months ended September 30, 2025, compared to 17.32% for the three months ended September 30, 2024. Total operating revenue of $22.9 million for the three months ended September 30, 2025, compared to $21.9 million for the three months ended September 30, 2024. Non-interest expense of $10.6 million for the three months ended September 30, 2025, compared to $10.5 million for the three months ended September 30, 2024. Tangible book value per share of $19.05 per share as of September 30, 2025, compared to $16.64 per share as of September 30, 2024 (see non-GAAP reconciliation). Efficiency ratio of 46.2% for the three months ended September 30, 2025, compared to 48.1% for the three months ended September 30, 2024. Year to date highlights: Net income less non-controlling interest of $27.1 million or $2.22 per share and $2.22 per diluted share for the nine months ended September 30, 2025, compared to $25.8 million or $2.12 per share and $2.09 per diluted share for the nine months ended September 30, 2024. Return on average assets of 1.60% for the nine months ended September 30, 2025, compared to 1.57% for the nine months ended September 30, 2024. Return on average shareholders' equity of 15.50% for the nine months ended September 30, 2025, compared to 16.94% for the nine months ended September 30, 2024. Total operating revenue of $66.9 million for the nine months ended September 30, 2025, compared to $65.7 million for the nine months ended September 30, 2024. Non-interest expense of $31.9 million for the nine months ended September 30, 2025, compared to $32.1 million for the nine months ended September 30, 2024. Tangible book value per share of $19.05 per share as of September 30, 2025, compared to $16.64 per share as of September 30, 2024 (see non-GAAP reconciliation). Efficiency ratio of 47.6% for the nine months ended September 30, 2025, compared to 48.9% for the nine months ended September 30, 2024. Balance Sheet Trends Total assets were $2.2 billion as of September 30, 2025, a decrease of $86.8 million, or 3.8%, from December 31, 2024. This decrease was primarily due to a decrease in our loan portfolio and our investment portfolio. Total net loans were $1.7 billion as of September 30, 2025, a decrease of $39.5 million, or 2.2%, from December 31, 2024. While we experienced moderate loan growth during the nine months ended September 30, 2025, we had some large loan payoffs from long-term borrowers selling their businesses. As of September 30, 2025, the Bank exceeded the minimum requirements to be well-capitalized for bank regulatory purposes, with a total risk-based capital ratio of 15.2%, a Tier 1 risk-based capital ratio of 14.2%, a common equity Tier 1 capital ratio of 14.2%, and a Tier 1 leverage ratio of 12.0%. Total deposits were $1.8 billion as of September 30, 2025, a decrease of $158.0 million, or 8.1%, from December 31, 2024. This decrease was primarily driven by a $106.8 million reduction in time deposits to $469.7 million at September 30, 2025, from $576.5 million at December 31, 2024. The decrease in time deposits was a result of brokered deposits decreasing by $126.9 million to $48.0 million at September 30, 2025, from $174.9 million at December 31, 2024. Noninterest bearing demand deposits increased $2.2 million, or 0.5%, to $398.8 million as of September 30, 2025, from $396.6 million as of December 31, 2024. Non-brokered deposits were $1.7 billion as of September 30, 2025, a decrease of $31.0 million, or 1.8%, from December 31, 2024. This decrease was primarily driven by normal customer business cycles. Asset quality declined slightly with nonperforming assets to total assets of 0.26% as of September 30, 2025, an increase of 0.01% from December 31, 2024. The allowance for credit losses to total loans remained flat at 1.01% for the same periods of time. Net Income Before Income Taxes Net income before income taxes was $35.1 million for the nine months ended September 30, 2025, an increase of $3.3 million, or 10.5%, from the nine months ended September 30, 2024. The increase was primarily the result of an increase in net interest income after provision for credit losses. Non-Interest Income Non-interest income was $7.3 million for the nine months ended September 30, 2025, a decrease of $0.6 million, or 7.4%, from the nine months ended September 30, 2024. This decrease was primarily due to one-time gains on the sale of bank property during 2024 of $0.4 million. Conference Call Information Commercial will host a conference call to discuss its third quarter 2025 results on Tuesday, October 28, 2025, at 10:00 a.m. Eastern Time. The call will be available via https://events.q4inc.com/attendee/913670081, and you can access the interactive teleconference by dialing (800) 715-9871 or (646) 307-1963 and using the Call ID 8389212. A replay of the conference call will be available through November 4, 2025, by dialing (800) 770-2030 and inputting Playback ID 8389212 followed by the "#" key. An online replay will be available by selecting "Events and Presentations" under "News and Events" within the Investor Relations section of Commercial's website (https://ir.cbtn.com/overview/default.aspx) approximately two hours after the conclusion of the call and will remain available through November 24, 2025. 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 commercial 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. Contacts Philip J. Metheny Executive Vice President, Chief Financial Officer Commercial Bancgroup, Inc. [email protected] 423-869-5151 Ext. 3307 Roger Mobley Executive Vice President, Assistant Chief Financial Officer Commercial Bancgroup, Inc. [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. This press release specifically contains forward-looking statements regarding our intended use of proceeds from the IPO. 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 third-party service providers; (26) our ability to identify and address unauthorized data access, cyber-crime and other threats to data security and customer privacy; (27) our compliance with governmental and regulatory requirements, including the Bank Holding Company Act of 1956, as amended, and other laws relating to banking, consumer protection, securities and tax matters, and our ability to maintain licenses required in connection with mortgage origination, sale and servicing operations; (28) compliance with the Bank Secrecy Act of 1970, Office of Foreign Assets Control rules and anti-money laundering laws and regulations; (29) governmental monetary and fiscal policies; (30) changes in laws, rules, or regulations, or interpretations thereof, or policies relating to financial institutions or accounting, tax, trade, monetary or fiscal matters; (31) our ability to receive dividends from the Bank and satisfy our obligations as they become due; (32) the institution and outcome of litigation and other legal proceedings against us or to which we become subject; (33) the limited experience of our management team in managing and operating a public company; (34) the incremental costs of operating as a public company; (35) our ability to meet our obligations as a public company, including our obligations under Section 404 of the Sarbanes-Oxley Act of 2002; and (36) other risks and factors described under the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 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. 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 "tangible book value per common share." Commercial Bancgroup, Inc. Consolidated Balance Sheets Commercial Bancgroup, Inc. Consolidated Statements of Income (Unaudited) Commercial Bancgroup, Inc. Consolidated Statements of Comprehensive Income Unaudited Commercial Bancgroup, Inc. Consolidated Statements of Stockholders' Equity (Unaudited) Non-GAAP Reconciliation SOURCE: Commercial Bancgroup, Inc. View the original press release on ACCESS Newswire