Form 8-K

8-K — Commercial Bancgroup, Inc.

Accession: 0001213900-26-081811

Filed: 2026-07-27

Period: 2026-07-27

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 — ea0299127-8k_commercial.htm (Primary)

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

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

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

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8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0299127-8k_commercial.htm · Sequence: 1

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0001981546

2026-07-27

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 27, 2026

Commercial Bancgroup, Inc.

(Exact name of registrant as specified in its charter)

Tennessee

001-42889

62-1039469

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

6710 Cumberland Gap Parkway

Harrogate, Tennessee 37752

(Address of principal executive offices) (Zip code)

(423) 869-5151

(Registrant’s telephone number, including

area code)

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17-CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17-CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value per share

CBK

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 27, 2026, Commercial Bancgroup, Inc., a

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

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

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

In conjunction with the Earnings Release, the Company

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

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

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

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

and Exchange Commission.

The information contained in Item 2.02, including

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

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

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

Act”), or the Exchange Act.

Item 7.01 Regulation FD Disclosure.

On July 27, 2026, the board of directors of the

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

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

The Company’s press release announcing the Dividend

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

The information contained in this Item 7.01, including

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

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

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

99.1

Press release of Commercial Bancgroup, Inc., dated July 27, 2026.

99.2

Investor Presentation of Commercial Bancgroup, Inc., dated July 27, 2026.

99.3

Press release of Commercial Bancgroup, Inc., dated July 27, 2026, announcing the declaration of a quarterly cash dividend.

104

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

SIGNATURES

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

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

COMMERCIAL BANCGROUP, INC.

Date: July 27, 2026

By:

/s/ Terry L. Lee

Terry L. Lee

President and Chief Executive Officer

EX-99.1 — PRESS RELEASE OF COMMERCIAL BANCGROUP, INC., DATED JULY 27, 2026

EX-99.1

Filename: ea029912701ex99-1.htm · Sequence: 2

Exhibit 99.1

Commercial Bancgroup, Inc. Announces Results for the

Second Quarter 2026

HARROGATE, TN –July 27, 2026 – Commercial

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

today announced net income of $10.2 million, or $0.75 per common share, for the second quarter of 2026, compared to net income of $8.9

million, or $0.73 per common share, for the second quarter of 2025. Core (net of any one-time adjustments) net income was $10.2 million,

or $0.75 per common share, for the second quarter of 2026, compared to core net income of $9.1 million, or $0.75 per common share, for

the second quarter of 2025.

Prior to Commercial’s initial public offering

(“IPO”) of its common stock in October 2025, Commercial had three classes of common stock outstanding: common stock, Class

B common stock, and Class C common stock. On September 18, 2025, Commercial’s charter was amended and restated. The Company’s

amended and restated charter provided for, among other things:

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

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

stock into 1.05 shares of common stock (collectively, the “Stock Reclassification”); and

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

of the outstanding shares of our common stock (the “Stock Split”).

Our financial statements, including

earnings per share and book value per share, reflect the stock Reclassification and Stock Split retroactively. Because the IPO occurred

after September 30, 2025, the financial impacts of the IPO are reflected for the fourth quarter of 2025 in the financial statements presented

in this press release.

Second Quarter 2026 Performance

Highlights:

● Net income of $10.2 million or $0.75 per common share; Core net income of $10.2 million or $0.75 per

common share (see non-GAAP reconciliation)

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

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

● Return on average tangible common equity (“ROATCE”) of 14.26%; Core ROATCE of 14.26% (see

non-GAAP reconciliation)

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

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

● Loans outstanding net of deferred fees and discounts increased $48.4 million during the quarter, or

2.6% from the first quarter of 2026

● Book value per share increased $0.66, or 3.1%, to $22.09 and tangible book value per share increased

$0.68, or 3.3%, to $21.28 at June 30, 2026 from $21.43 and $20.60, respectively, at March 31, 2026 (see non-GAAP reconciliation)

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

Year-To-Date Highlights:

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

ended June 30, 2025

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

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

30, 2025

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

million for the six months ended June 30, 2025

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

for the six months ended June 30, 2025

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

● Tangible book value per share of $21.28 as of June 30, 2026, compared to $18.22 as of June 30, 2025

(see non-GAAP reconciliation)

● Core efficiency ratio of 45.2% for the six months ended June 30, 2026, compared to 47.7% for the six

months ended June 30, 2025 (see non-GAAP reconciliation)

Balance Sheet Trends

Total assets were $2.4 billion as of June 30, 2026, compared

to $2.3 billion as of June 30, 2025.

Loans outstanding net of deferred fees and discounts

were $1.9 billion as of June 30, 2026, an increase of $149.0 million, or 8.3%, from June 30, 2025.

As of June 30, 2026, the Bank

exceeded the minimum requirements to be well-capitalized for bank regulatory purposes, with a total risk-based capital ratio of 14.0%,

a Tier 1 risk-based capital ratio of 13.0%, a common equity Tier 1 capital ratio of 13.0%, and a Tier 1 leverage ratio of 11.6%.

Total deposits were $1.9 billion as of June 30, 2026, an

increase of $21.9 million, or 1.2%, from June 30, 2025.

Noninterest bearing demand deposits

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

Non-brokered deposits were $1.8

billion as of June 30, 2026, an increase of $91.8 million, or 5.3%, from June 30, 2025. This increase was primarily driven by normal customer

business cycles and deposit growth.

Asset quality declined slightly

with nonperforming assets to total assets of 0.31% as of June 30, 2026 as compared to 0.30% as of June 30, 2025. The allowance for credit

losses to total loans decreased to 0.96% as of June 30, 2026 from 1.00% as of June 30, 2025.

Net Income Before Income Taxes

Net income before income taxes

was $12.9 million for the three months ended June 30, 2026, an increase of $1.3 million, or 11.6%, from the three months ended June 30,

2025. The increase was primarily the result of an increase in net interest income after provision for credit losses of $1.1 million or

5.3% and an increase in non-interest income of $0.4 million or 19.2%.

These increases were offset by an increase of noninterest

expense of $0.1 million or 1.4%.

Non-Interest Income

Non-interest income was $2.7

million for the three months ended June 30, 2026, an increase of $0.4 million, or 19.2%, as compared to the three months ended June 30,

2025. This increase was primarily due to an increase in customer service and ATM fees.

About Commercial Bancgroup, Inc.

Commercial Bancgroup, Inc. is a bank holding company

headquartered in Harrogate, Tennessee. Through our wholly owned subsidiary, Commercial Bank, a Tennessee state-chartered bank, we offer

a suite of traditional consumer and commercial banking products and services to businesses and individuals in select markets in Kentucky,

North Carolina, and Tennessee. More information about Commercial can be found on its website at www.cbtn.com.

Commercial Bancgroup, Inc.

Financial Tables

Financial Highlights (unaudited)

Table 1A

For the Three Months Ended

As of and for the Six

Months

Ended

(dollars in thousands

except per share amounts)

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

June 30,

2025

June 30,

2026

June 30,

2025

Selected Operating

Data:

Interest and Dividend Income

30,154

29,463

29,958

30,021

30,859

59,617

61,625

Interest Expense

8,639

8,985

9,148

9,799

10,800

17,624

22,226

Net Interest Income

21,515

20,478

20,810

20,222

20,059

41,993

39,399

Provision for Credit Losses

399

122

463

521

Net Interest Income After Provision for Credit Losses

21,116

20,356

20,347

20,222

20,059

41,472

39,399

Noninterest Income

2,650

2,591

2,667

2,626

2,224

5,241

4,667

Noninterest Expense

10,872

11,087

10,623

10,552

10,725

21,959

21,306

Income Before Income Taxes

12,894

11,860

12,391

12,296

11,558

24,754

22,760

Provision for Income Taxes

2,678

2,326

2,224

2,829

2,658

5,004

5,168

Net Income

10,216

9,534

10,167

9,467

8,900

19,750

17,592

Less: Net Income Attributable to Noncontrolling Interest

Net Income attributable to Commercial Bancgroup, Inc.

10,216

9,534

10,167

9,467

8,900

19,750

17,592

Add: Non-recurring Expense Net of Taxes

470

226

470

231

Core Net Income (1)

10,216

10,004

10,167

9,467

9,126

20,220

17,823

(1) Considered non-GAAP financial measure - See “Non-GAAP Financial

Measures” and reconciliation of non-GAAP financial measures at table 10

Financial

Highlights (unaudited)

For the Three Months Ended

As of and for the

Six Months Ended

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

June 30,

2025

June 30,

2026

June 30,

2025

Share and Per Share Data:

Basic earnings per share

$ 0.75

$ 0.70

$ 0.74

$ 0.77

$ 0.73

$ 1.44

Diluted earnings per share

$ 0.74

$ 0.70

$ 0.74

$ 0.77

$ 0.73

$ 1.44

Core (net of any one-time adjustments) net income per share (1)

$ 0.75

$ 0.73

$ 0.74

$ 0.77

$ 0.75

$ 1.48

$ 1.46

Book value per share

$ 22.09

$ 21.43

$ 20.83

$ 20.03

$ 19.22

$ 22.09

$ 19.22

Tangible book value per share (1)

$ 21.28

$ 20.60

$ 19.98

$ 19.05

$ 18.22

$ 21.28

$ 18.22

Shares of common stock outstanding

13,701,270

13,697,987

12,239,644

13,701,270

12,239,644

Weighted average common shares outstanding

13,700,296

13,697,987

12,239,644

13,699,148

12,188,624

Weighted average diluted shares outstanding

13,722,727

13,712,162

13,704,030

12,240,568

12,239,644

13,721,579

12,188,624

(1) Considered non-GAAP financial measure - See “Non-GAAP Financial

Measures” and reconciliation of non-GAAP financial measures at table 10

Financial Highlights (unaudited)

As of and for the Three Months Ended

As of and for the

Six Months

Ended

(dollars in thousands)

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

June 30,

2025

June 30,

2026

June 30,

2025

Selected Balance Sheet Data:

Total assets

$ 2,376,584

$ 2,328,789

$ 2,291,455

$ 2,214,408

$ 2,262,511

$ 2,376,584

$ 2,262,511

Securities available-for-sale at fair value

38,553

42,175

43,137

29,556

30,113

38,553

30,113

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

94,343

96,387

97,728

131,915

157,452

94,343

157,452

Loans outstanding net of deferred fees and discounts

1,940,536

1,892,174

1,873,533

1,767,193

1,791,516

1,940,536

1,791,516

Allowance for credit losses

18,722

18,329

18,096

17,942

17,989

18,722

17,989

Goodwill and other intangible assets

12,012

12,392

12,767

13,149

13,546

12,012

13,546

Total deposits

1,873,172

1,892,217

1,815,734

1,780,634

1,851,248

1,873,172

1,851,248

Core deposits (1)

1,709,887

1,744,967

1,663,931

1,630,897

1,628,181

1,709,887

1,628,181

Other borrowings

175,817

118,248

166,838

162,760

148,509

175,817

148,509

Total Shareholders’ equity

302,618

293,518

285,344

245,153

235,268

302,618

235,268

(1) Considered non-GAAP financial measure - See “Non-GAAP Financial

Measures” and reconciliation of non-GAAP financial measures at table 10

Financial Highlights (unaudited)

Table 1B

As of and for the Three Months Ended

As of and for the Six

Months Ended

(dollars in thousands)

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

June 30,

2025

June 30,

2026

June 30,

2025

Performance Ratios:

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

$ 13,293

$ 11,982

$ 12,854

$ 12,296

$ 11,558

$ 25,275

$ 22,760

Return on average assets (ROAA)

1.78

1.66

1.81

1.74

1.57

1.72

1.55

Return on average equity (ROAE)

13.73

13.22

15.46

15.81

15.57

13.48

15.71

Core return on average assets (ROAA)(1)

1.78

1.74

1.81

1.74

1.62

1.76

1.57

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

14.26

13.76

16.40

16.65

16.43

14.02

16.94

Net interest rate spread

3.44

3.27

3.34

3.32

3.11

3.35

3.07

Net interest margin

4.06

3.88

4.01

4.02

3.84

3.97

3.73

Cost of Funds

1.75

1.82

1.88

2.07

2.18

1.78

2.21

Efficiency ratio

44.99

48.06

45.25

46.18

48.13

46.49

48.35

CORE efficiency ratio (1)

44.99

45.45

45.25

46.18

46.78

45.21

47.65

Noninterest income to average assets

0.46

0.45

0.47

0.48

0.39

0.46

0.41

Noninterest expense to average assets

1.89

1.93

1.87

1.94

1.91

1.88

Average interest-earning assets to average interest-bearing liabilities

1.38

1.36

1.38

1.36

1.31

1.37

1.31

Average equity to average total assets

0.13

0.12

0.11

0.10

0.13

0.10

(1) Considered non-GAAP financial measure - See “Non-GAAP Financial

Measures” and reconciliation of non-GAAP financial measures at table 10

Financial

Highlights (unaudited)

As of and for the Three Months Ended

As of and for the Six

Months Ended

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

June 30,

2025

June 30,

2026

June 30,

2025

Asset Quality Data:

Net charge-offs to average loans

0.00 %

0.01 %

0.00 %

0.01 %

-0.01 %

0.01 %

Total allowance for credit losses to total loans

0.96 %

0.97 %

1.02 %

1.00 %

0.96 %

1.00 %

Total allowance for credit losses to nonperforming loans

281 %

313 %

290 %

333 %

307 %

281 %

307 %

Nonperforming loans to gross loans

0.34 %

0.31 %

0.33 %

0.31 %

0.33 %

0.34 %

0.33 %

Nonperforming assets to total assets

0.31 %

0.28 %

0.27 %

0.30 %

0.31 %

0.30 %

Financial

Highlights (unaudited)

As of and for the Three Months Ended

As of and for the Six

Months Ended

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

June 30,

2025

June 30,

2026

June 30,

2025

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

Loan-to-deposit ratio

102.60 %

99.03 %

102.19 %

98.24 %

95.80 %

102.60 %

95.80 %

Noninterest bearing deposits to total deposits

22.87 %

21.22 %

21.91 %

22.39 %

22.53 %

22.87 %

22.53 %

Total shareholders’ equity to total assets

12.73 %

12.60 %

12.45 %

11.07 %

10.40 %

12.73 %

10.40 %

Tangible common equity to tangible assets (1)

12.33 %

12.18 %

12.01 %

10.59 %

9.92 %

12.33 %

9.92 %

Tier 1 leverage ratio

12.70 %

12.32 %

12.19 %

11.03 %

10.22 %

12.70 %

10.22 %

Common equity tier 1 ratio

14.55 %

14.73 %

14.99 %

12.83 %

12.26 %

14.55 %

12.26 %

Total risk-based capital ratio

15.48 %

15.68 %

15.96 %

14.12 %

13.55 %

15.48 %

13.55 %

Other

Number of branches

Number of full-time equivalent employees

293

287

289

293

289

(1) Considered non-GAAP financial measure - See “Non-GAAP Financial

Measures” and reconciliation of non-GAAP financial measures at table 10

Quarter End Balance Sheets (unaudited)

Table 2

(dollars in thousands)

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

June 30,

2025

Assets

Cash and due from banks

$ 161,327

$ 151,610

$ 118,989

$ 122,945

$ 108,501

Federal funds sold

8,787

16,784

25,329

31,841

42,782

Investment securities

132,896

138,562

140,865

161,471

187,565

Gross loans less deferred fees and discounts

1,940,536

1,892,174

1,873,533

1,767,193

1,791,516

Allowance for credit losses

(18,722 )

(18,329 )

(18,096 )

(17,942 )

(17,989 )

Loans, net of allowance for credit losses

1,921,813

1,873,845

1,855,437

1,749,251

1,773,527

Premises and equipment, net

50,145

49,445

49,765

50,268

50,337

Foreclosed assets held for sale, net

755

575

253

533

861

Bank owned life insurance

46,619

46,469

46,648

46,482

46,480

Goodwill and other intangible assets

12,012

12,392

12,767

13,149

13,546

Deferred tax asset

1,076

1,056

1,003

1,427

1,029

Other

41,153

38,049

40,399

37,041

37,883

Total Assets

$ 2,376,584

$ 2,328,789

$ 2,291,455

$ 2,214,408

$ 2,262,511

Liabilities and Shareholders’ Equity

Liabilities

Deposits

Demand

942,633

973,678

913,986

928,958

926,886

Savings, NOW and money market

413,904

415,132

414,716

382,002

382,788

Time

516,635

503,408

487,032

469,674

541,574

Total deposits

1,873,172

1,892,217

1,815,734

1,780,634

1,851,248

Short-term borrowings

102,570

45,068

88,251

62,663

46,300

Long-term debt

73,247

73,181

78,587

100,097

102,209

Interest Payable

2,575

2,644

2,962

3,410

4,545

Other Liabilities

22,402

22,161

20,576

22,451

22,941

Total Liabilites

2,073,966

2,035,271

2,006,110

1,969,255

2,027,243

Shareholders’ Equity

Common stock

137

122

Additional paid-in capital

38,683

38,536

38,377

8,406

Retained earnings

264,515

255,670

247,505

237,366

227,900

Accumulated other comprehensive loss

(717 )

(825 )

(675 )

(741 )

(1,160 )

Total Shareholders’ equity

302,618

293,518

285,344

245,153

235,268

Total liabilities and shareholders’ equity

$ 2,376,584

$ 2,328,789

$ 2,291,454

$ 2,214,408

$ 2,262,511

Statement of Operations (unaudited)

Table 3

For the Three Months Ended

As of and for the Six Months Ended

(dollars in thousands)

June 30, 2026

March 31, 2026

December 31, 2025

September 30, 2025

June 30, 2025

June 30, 2026

June 30, 2025

Interest and Dividend Income

Loans, including fees

$ 28,396

$ 27,675

$ 27,866

$ 28,074

$ 28,432

$ 56,071

$ 56,362

Debt securities-taxable

832

838

739

929

1,070

1,670

2,045

Debt securities-tax-exempt

109

114

102

116

223

226

Dividends on restricted stock

151

147

157

156

148

298

308

Interest-bearing deposits

666

689

1,082

760

1,093

1,355

2,684

Total interest and dividend income

30,154

29,463

29,958

30,021

30,859

59,617

61,625

Interest expense

Deposits

8,032

8,315

8,441

8,654

9,717

16,347

20,011

Short-term borrowings

Long-term debt

567

623

689

1,090

1,039

1,190

2,140

Total interest expense

8,639

8,985

9,148

9,799

10,800

17,624

22,226

Net interest income

21,515

20,478

20,810

20,222

20,059

41,993

39,399

Provision for credit losses

399

122

463

521

Net interest income after provision for credit losses

21,116

20,356

20,347

20,222

20,059

41,472

39,399

Noninterest Income

Customer service fees

774

781

779

735

674

1,555

1,329

Net gains on sales of premises and equipment

Net gains on sales of foreclosed assets

107

110

107

ATM fees

977

854

877

846

892

1,831

1,691

Increase in BOLI

315

312

342

306

336

627

644

Other

554

537

577

609

290

1,091

996

Total noninterest income

2,650

2,591

2,667

2,626

2,224

5,241

4,667

For the Three Months Ended

As of and for the Six

Months Ended

(dollars in thousands)

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

June 30,

2025

June 30,

2026

June 30,

2025

Noninterest Expense

Salaries and employee benefits

$ 5,683

$ 5,716

$ 5,753

$ 5,729

$ 5,657

$ 11,399

$ 11,283

Occupancy

856

843

877

738

916

1,699

1,791

Data processing

1,099

1,101

1,068

1,103

1,151

2,200

2,358

Deposit insurance premiums

202

242

234

267

245

444

471

Professional fees

440

209

229

136

286

649

481

Depreciation and amortization

942

933

1,001

955

803

1,875

1,751

Other

1,650

1,440

1,461

1,624

1,667

3,090

3,171

Loss on retirement of debt

603

Total noninterest expense

10,872

11,087

10,623

10,552

10,725

21,959

21,306

Income before income taxes

12,894

11,860

12,391

12,296

11,558

24,754

22,760

Provision for income taxes

2,678

2,326

2,224

2,829

2,658

5,004

5,168

Net Income

10,216

9,534

10,167

9,467

8,900

19,750

17,592

Less: Net Income Attributable to Noncontrolling Interest

Net Income attributable to Commercial Bancgroup, Inc.

$ 10,216

$ 9,534

$ 10,167

$ 9,467

$ 8,900

$ 19,750

$ 17,592

QTD Average Balances and Yields/Rates

(unaudited)

Table 4

Three Months Ended

June 30, 2026

March 31, 2026

December 31, 2025

(dollars in thousands)

Average

Balance

Interest

Yield/

Rate

Average

Balance

Interest

Yield/

Rate

Average

Balance

Interest

Yield/

Rate

Interest Earning Assets

Gross loans, net of unearned income

$ 1,902,119

$ 28,396

6.0 %

$ 1,883,103

$ 27,675

5.9 %

$ 1,807,127

$ 27,866

6.2 %

Investment securities

138,726

1,092

3.1 %

140,223

1,099

3.1 %

152,782

1,010

2.6 %

Other interest-earning assets

77,015

666

3.5 %

85,953

689

3.2 %

116,517

1,082

3.7 %

Total interest-earning assets

2,117,860

30,154

5.7 %

2,109,279

29,463

5.6 %

2,076,426

29,958

5.8 %

Noninterest-earning assets:

Allowance for credit losses

(18,497 )

(18,283 )

(17,954 )

Noninterest-earning assets

202,388

205,119

190,810

Total Assets

2,301,751

2,296,115

2,249,282

Interest-bearing liabilities:

Interest-bearing DDAs

540,531

2,501

1.9 %

575,981

2,809

2.0 %

518,495

2,647

2.0 %

NOW, savings and MMDA deposits

417,468

1,415

1.4 %

412,533

1,425

1.4 %

427,419

1,585

1.5 %

Time Deposits

494,379

4,116

3.3 %

479,804

4,081

3.4 %

475,972

4,209

3.5 %

Federal Home Loan bank advances

60,270

452

3.0 %

60,522

467

3.1 %

60,781

444

2.9 %

Other borrowings

18,050

155

3.4 %

20,355

203

4.0 %

24,953

263

4.2 %

Total interest-bearing liabilities

1,530,698

8,639

2.3 %

1,549,195

8,985

2.3 %

1,507,620

9,148

2.4 %

Noninterest bearing liabilites:

Noninterest bearing deposits

444,701

430,842

434,578

Other liabilities

28,723

27,593

47,299

Total noninterest bearing liabilities

473,424

458,435

481,877

Shareholders’ equity

297,631

288,485

259,785

Total liabilities and shareholders’s equity

2,301,753

2,296,115

2,249,282

Net interest income

21,515

20,478

20,810

Net interest spread

3.44 %

3.27 %

3.40 %

Net interest margin

4.06 %

3.88 %

4.01 %

Cost interest bearing deposits

1.69 %

1.75 %

1.82 %

Cost of funds

1.75 %

1.82 %

1.88 %

YTD Average Balances and Yields/Rates

(unaudited)

Table 5

Six Months Ended

June 30, 2026

June 30, 2025

(dollars in thousands)

Average

Balance

Interest

Yield/

Rate

Average

Balance

Interest

Yield/

Rate

Interest Earning Assets

Gross loans, net of unearned income

1,892,611

56,071

5.9 %

1,795,846

56,362

6.3 %

Investment securities

139,475

2,191

3.1 %

186,623

2,579

2.8 %

Other interest-earning assets

81,484

1,355

3.3 %

128,525

2,684

4.2 %

Total interest-earning assets

2,113,570

59,617

5.6 %

2,110,994

61,625

5.8 %

Noninterest-earning assets:

Allowance for credit losses

(18,390 )

(18,242 )

Noninterest-earning assets

203,754

176,107

Total Assets

2,298,934

2,268,859

Interest-bearing liabilities:

Interest-bearing DDAs

558,256

5,310

1.9 %

552,539

6,277

2.3 %

NOW, savings and MMDA deposits

415,001

2,840

1.4 %

388,331

2,922

1.5 %

Time Deposits

487,092

8,197

3.4 %

557,517

10,813

3.9 %

Federal Home Loan bank advances

60,396

919

3.0 %

63,534

0.2 %

Other borrowings

19,203

358

3.7 %

44,774

2,140

9.6 %

Total interest-bearing liabilities

1,539,948

17,624

2.3 %

1,606,695

22,226

2.8 %

Noninterest bearing liabilites:

Noninterest bearing deposits

437,772

401,935

Other liabilities

28,158

36,319

Total noninterest bearing liabilities

465,930

438,254

Shareholders’ equity

293,058

223,912

Total liabilities and shareholders’s equity

2,298,936

2,268,861

Net interest income

41,993

39,399

Net interest spread

3.35 %

3.07 %

Net interest margin

3.97 %

3.73 %

Cost of total deposits

1.72 %

2.11 %

Cost of total funding

1.78 %

2.21 %

Loan Data (unaudited)

Table 6

As of Quarter Ended

June 30, 2026

March 31, 2026

December 31, 2025

September 30, 2025

June 30, 2025

(dollars in thousands)

Amount

% of

Total

Amount

% of

Total

Amount

% of

Total

Amount

% of

Total

Amount

% of

Total

Real Estate Loans Commercial

$ 1,140,480

59 %

$ 1,114,516

59 %

$ 1,113,440

59 %

$ 1,002,192

57 %

$ 1,016,229

57 %

Construction and land development

201,781

10 %

195,189

10 %

176,688

9 %

201,399

11 %

189,187

11 %

Residential

387,142

20 %

383,346

20 %

377,943

20 %

376,769

21 %

376,442

21 %

Other

18,336

1 %

14,511

1 %

14,824

1 %

14,831

1 %

15,290

1 %

Commercial

179,935

9 %

171,029

9 %

174,248

9 %

154,732

9 %

178,832

10 %

Consumer and other

19,535

1 %

19,497

1 %

22,867

1 %

23,651

1 %

22,408

1 %

Total loans

1,947,209

100 %

1,898,088

100 %

1,880,010

100 %

1,773,574

100 %

1,798,388

100 %

Deferred loan fees and discounts

6,673

5,914

6,477

6,381

6,872

Allowance for credit

Losses

18,722

18,329

18,096

17,942

17,989

Loans, net

1,921,813

1,873,845

1,855,437

1,749,251

1,773,527

Nonperforming Assets (unaudited)

Table 7

As of the Quarter Ended

(dollars in thousands)

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

June 30,

2025

Nonaccrual loans

$ 6,661

$ 5,861

$ 6,245

$ 5,390

$ 5,846

Past due loans 90 days and still accruing

Total nonperforming loans

6,661

5,861

6,245

5,390

5,852

Other real estate owned

755

575

253

533

861

Total nonperforming assets

$ 7,416

$ 6,436

$ 6,498

$ 5,923

$ 6,713

Allowance for credit losses

$ 18,722

$ 18,329

$ 18,096

$ 17,942

$ 17,989

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

$ 1,940,536

$ 1,892,174

$ 1,873,533

$ 1,767,193

$ 1,791,516

Nonperforming loans to total loans

0.34 %

0.31 %

0.33 %

0.31 %

0.33 %

Nonperforming assets to total loans and OREO

0.38 %

0.34 %

0.35 %

0.34 %

0.37 %

Allowance for credit losses to nonperforming loans

281 %

313 %

290 %

333 %

307 %

Allowance for credit losses to total loans

0.96 %

0.97 %

1.02 %

1.00 %

Nonaccrual loans to total assets

0.28 %

0.25 %

0.27 %

0.24 %

0.26 %

Nonperforming assets to total assets

0.31 %

0.28 %

0.27 %

0.30 %

Allowance for credit losses (unaudited)

Table 8

As of and for the Three Months Ended

As of and for the Six

Months Ended

(dollars in thousands)

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

June 30,

2025

June 30,

2026

June 30,

2025

Average loans outstanding

$ 1,902,136

$ 1,883,103

$ 1,807,127

$ 1,767,379

$ 1,794,477

$ 1,892,611

$ 1,795,846

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

1,940,536

1,892,174

1,873,533

1,767,193

1,791,516

1,940,536

1,791,516

ACL balance, beginning of period

18,329

18,096

17,942

17,989

18,109

18,096

18,205

Charge-offs:

Commercial real estate

(284 )

(18 )

Construction and land development

Residential real estate

(121 )

Commercial

(48 )

(314 )

Consumer and other

(18 )

(15 )

(13 )

(186 )

(34 )

(33 )

(51 )

Total charge-offs

(18 )

(15 )

(345 )

(186 )

(173 )

(33 )

(504 )

Recoveries:

Commercial real estate

114

108

114

Construction and land development

202

Residential real estate

Commercial

Consumer and other

Total recoveries

126

139

133

288

Net (charge-offs) recoveries

(11 )

111

(262 )

(47 )

(120 )

100

(216 )

Provision for credit losses

404

122

416

526

ACL balance at end of period

$ 18,722

$ 18,329

$ 18,096

$ 17,942

$ 17,989

$ 18,722

$ 17,989

Ratio of allowance to end of period loans

0.96 %

0.97 %

1.02 %

1.00 %

0.96 %

1.00 %

Ratio of net (charge-offs) recoveries to average loans

0.00 %

0.01 %

-0.01 %

0.00 %

-0.01 %

0.01 %

-0.01 %

Loan

Risk Ratings (unaudited)

Table 9

As of the Quarter Ended

(dollars in thousands)

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

June 30,

2025

Real Estate Loans

Commercial

Pass

$ 1,131,324

$ 1,105,529

$ 1,104,532

$ 999,788

$ 1,012,190

Special mention

8,835

8,897

8,814

1,776

2,515

Substandard

321

628

1,524

Total Commercial

$ 1,140,480

$ 1,114,516

$ 1,113,440

$ 1,002,192

$ 1,016,229

Construction and land development

Pass

$ 201,389

$ 194,983

$ 176,014

$ 201,363

$ 189,149

Special mention

359

171

Substandard

596

Total Construction and land development

$ 201,781

$ 195,189

$ 176,688

$ 201,399

$ 189,187

Residential

Pass

$ 380,157

$ 377,179

$ 371,583

$ 371,226

$ 371,353

Special mention

631

545

833

838

849

Substandard

6,354

5,622

5,527

4,705

4,240

Total Residential

$ 387,142

$ 383,346

$ 377,943

$ 376,769

$ 376,442

Other

Pass

$ 18,336

$ 14,511

$ 14,824

$ 14,831

$ 15,290

Special mention

Substandard

Total Other

$ 18,336

$ 14,511

$ 14,824

$ 14,831

$ 15,290

Commercial

Pass

$ 179,002

$ 170,093

$ 173,324

$ 153,819

$ 177,969

Special mention

685

701

793

733

747

Substandard

248

235

131

180

116

Total Commercial

$ 179,934

$ 171,029

$ 174,248

$ 154,732

$ 178,832

Consumer and Other

Pass

$ 19,423

$ 19,399

$ 22,768

$ 23,616

$ 22,367

Special mention

Substandard

Total Consumer

$ 19,535

$ 19,497

$ 22,868

$ 23,651

$ 22,409

Total loans

Pass

$ 1,929,632

$ 1,881,694

$ 1,863,045

$ 1,764,643

$ 1,788,318

Special mention

10,543

10,358

10,539

3,352

4,117

Substandard

7,034

6,036

6,427

5,579

5,954

Total Gross loans

$ 1,947,209

$ 1,898,088

$ 1,880,011

$ 1,773,574

$ 1,798,389

Non-GAAP Financial Measures

This press release contains certain financial measure(s)

that are not financial measure(s) recognized under generally accepted accounting principles in the U.S. (“GAAP”) and, therefore,

are considered non-GAAP financial measure(s) and should be read along with the accompanying reconciliation of non-GAAP financial measure(s)

to GAAP financial measure(s). We use non-GAAP financial measures, certain of which are included in this press release, both to explain

our operating results to shareholders and the investment community and to evaluate, analyze, and manage our business. We believe that

these non-GAAP financial measures provide a better understanding of ongoing operations, enhance the comparability of results across periods,

and enable investors to better understand our performance. Our management believes that the “core” metrics described below

and used in this press release assist users of the Company’s financial statements with their financial analysis period-over-period

as they exclude certain non-recurring items. However, non-GAAP financial measures should not be considered in isolation and should be

considered supplemental in nature and not as a substitute for or superior to the most directly comparable or other financial measures

calculated in accordance with GAAP. Additionally, the manner in which the non-GAAP financial measure(s) contained in this press release

are calculated may differ from the manner in which measures with similar names are calculated by other companies. You should understand

how other companies calculate their financial measures similar to, or with names similar to, the non-GAAP financial measure(s) contained

in this press release when comparing such financial measures.

The non-GAAP financial measures in this press release include

the following:

● Core deposits. We calculate core deposits by excluding jumbo time deposits (deposits

greater than or equal to $250,000) from total deposits.

● Core net income. We define core net income as net income plus non-recurring expenses,

net of the related tax effect of non-recurring expenses.

● Core net income per share. We define core net income per share as core net income

divided by weighted average common shares outstanding.

● Core ROAA. We define core ROAA as core net income divided by average assets, with

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

● Core return on average tangible common equity. We define core return on average tangible

common equity as core net income divided by total average shareholders’ equity less average intangible assets (goodwill and core

deposit intangibles).

● Pre-tax pre-provision net income. We define pre-tax pre-provision net income as pre-tax

net income plus provision for loan and lease losses.

● Core efficiency ratio. We define core efficiency ratio as noninterest expenses (less non-recurring

expenses), divided by operating revenue (net interest plus total noninterest income). This ratio is an indicator used by our management

to assess operating efficiencies and is intended to demonstrate how efficiently our management is controlling expenses relative to generating

revenues on our core activities.

● Pre-tax, pre-provision ROAA. We define pre-tax, pre-provision ROAA as pre-tax, pre-provision

net income divided by average assets calculated based upon the average daily balance of total assets in each year.

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

● Return on average tangible common equity ROATCE. We define return on average tangible

common equity ROATC as net income divided by average common equity calculated based as total average shareholders’ equity less average

intangible assets net of tax benefit.

● Tangible book value per share. We define tangible book value per share as our tangible

common equity, which is shareholders’ equity reduced by goodwill and other intangible assets, divided by diluted weighted average

shares outstanding.

● Tangible common equity to tangible assets. We define tangible common equity to tangible

assets as tangible common equity divided by tangible assets calculated based as total assets net of intangible assets.

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

presented in accordance with GAAP.

Non-GAAP Reconciliations (unaudited)

As of and for the Three Months Ended

As of and for the Six

Months Ended

(dollars in thousands,

except per share data)

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

June 30,

2025

June 30,

2026

June 30,

2025

Pre-Tax Pre-Provision Net Income:

Pre-tax income

$ 12,894

$ 11,860

$ 12,391

$ 12,296

$ 11,558

$ 24,754

$ 22,760

Add: provision for loan and lease losses

399

122

463

521

Pre-tax pre-provision net income

$ 13,293

$ 11,982

$ 12,854

$ 12,296

$ 11,558

$ 25,275

$ 22,760

Tangible Common Equity:

Shareholders’ equity

$ 302,618

$ 293,518

$ 285,344

$ 245,153

$ 235,268

302,618

235,268

Less: non controlling interest

Less: goodwill

8,511

Less: core deposit intangible (net of tax benefit)

2,594

2,875

3,164

3,448

3,744

2,594

3,744

Tangible common equity

$ 291,513

$ 282,132

$ 273,669

$ 233,194

$ 223,013

$ 291,513

$ 223,013

Return on Average Tangible Common Equity:

Total average shareholders’ equity

$ 297,631

$ 288,485

$ 259,784

$ 239,473

$ 227,883

$ 293,058

$ 223,912

Less: average intangible assets (net of tax benefit)

11,105

11,386

11,767

11,980

11,997

$ 11,245

13,497

Less: average non controlling interest

2,701

Average common tangible equity

286,526

277,099

248,017

227,493

215,886

281,813

207,714

Net income to shareholders

10,216

9,534

10,167

9,467

8,900

19,750

17,592

Return on average common tangible equity

14.26 %

13.76 %

16.40 %

16.65 %

16.49 %

14.02 %

16.94 %

Tangible Book Value per Share:

Tangible common equity

$ 291,513

$ 282,132

$ 273,669

$ 233,194

$ 223,013

$ 291,513

$ 223,013

Shares of common stock outstanding (weighted average)

13,700,296

13,697,987

12,239,644

13,699,148

12,188,624

Tangible book value per share, reported

$ 21.28

$ 20.60

$ 19.98

$ 19.05

$ 18.22

$ 21.28

$ 18.22

As of and for the Three Months Ended

As of and for the Six

Months Ended

(dollars in thousands,

except per share data)

June 30,

2026

March 31,

2026

December 31,

2025

September 30,

2025

June 30,

2025

June 30,

2026

June 30,

2025

Tangible Common Equity to Tangible Assets:

Tangible common equity

$ 291,513

$ 282,132

$ 273,669

$ 233,194

$ 223,013

$ 291,513

$ 223,013

Total assets

2,376,584

2,328,789

2,291,455

2,214,408

2,262,511

2,376,584

2,262,511

Less: intangible assets

12,012

12,392

12,767

13,149

13,546

12,012

13,546

Tangible assets

2,364,572

2,316,397

2,278,688

2,201,258

2,248,965

2,364,572

2,248,965

Tangible common equity to tangible assets

12.33 %

12.18 %

12.01 %

10.59 %

9.92 %

12.33 %

9.92 %

Core Deposits:

Total Deposits

$ 1,873,172

$ 1,892,217

$ 1,815,734

$ 1,780,634

$ 1,851,248

$ 1,873,172

1,851,248

Less: Time deposits greater than $250,000

107,910

105,717

103,833

101,767

97,844

107,910

97,844

Less: Brokered deposits

55,375

41,533

47,970

125,223

55,375

125,223

Core deposits

$ 1,709,887

$ 1,744,967

$ 1,663,931

$ 1,630,897

$ 1,628,181

$ 1,709,887

$ 1,628,181

Core Net Income:

Net income

$ 10,216

$ 9,534

$ 10,167

$ 9,467

$ 8,900

$ 19,750

$ 17,592

Add: Non-recurring Expense

603

302

603

309

Less: tax effect

(133 )

(76 )

(133 )

(78 )

Core net income

$ 10,216

$ 10,004

$ 10,167

$ 9,467

$ 9,126

$ 20,220

17,823

Core Net Income per Share:

Core net income

$ 10,216

$ 10,004

$ 10,167

$ 9,467

$ 9,126

$ 20,220

$ 17,823

Weighted average common shares outstanding

13,700,296

13,697,987

12,239,644

13,699,148

12,188,624

Core net income per share

$ 0.75

$ 0.73

$ 0.74

$ 0.77

$ 0.75

$ 1.48

$ 1.46

Core Return on Average Assets:

Core net income

$ 10,216

$ 10,004

$ 10,167

$ 9,467

$ 9,126

$ 20,220

$ 17,823

Average assets

2,301,752

2,296,115

2,249,282

2,170,869

2,248,134

2,298,934

2,268,859

Core return on average assets

1.78 %

1.74 %

1.81 %

1.74 %

1.62 %

1.76 %

1.57 %

Core Return on Average Tangible Common Equity:

Average tangible common equity

$ 286,526

$ 277,099

$ 248,017

$ 227,493

$ 215,886

$ 281,813

$ 207,714

Core net income

10,216

10,004

10,167

9,467

9,126

20,220

17,823

Core return on average tangible common equity

14.26 %

14.44 %

16.40 %

16.65 %

16.91 %

14.35 %

17.16 %

Core Efficiency Ratio:

Add: net interest income

$ 21,515

$ 20,478

$ 20,810

$ 20,222

$ 20,059

$ 41,993

$ 39,399

Add: non interest income

2,650

2,591

2,667

2,626

2,224

5,241

4,667

Operating revenue

$ 24,165

$ 23,069

$ 23,477

$ 22,848

$ 22,283

$ 47,234

44,066

Total noninterest expenses

10,872

11,087

10,623

10,552

10,725

21,959

21,306

Less: non-recurring expenses

603

302

603

309

Core noninterest expenses

10,872

10,484

10,623

10,552

10,423

21,356

20,997

Core efficiency ratio

44.99 %

45.45 %

45.25 %

46.18 %

46.78 %

45.21 %

47.65 %

Efficiency ratio

44.99 %

48.06 %

45.25 %

46.18 %

48.13 %

46.49 %

48.35 %

Contacts

Philip J. Metheny

Sr. Executive Vice President, Chief Financial Officer

Commercial Bancgroup, Inc.

ir@cbtn.com

423-869-5151

Roger Mobley

Executive Vice President, Chief Financial Officer

Commercial Bank

ir@cbtn.com

704-648-0185

Source

Commercial Bancgroup, Inc.

EX-99.2 — INVESTOR PRESENTATION OF COMMERCIAL BANCGROUP, INC., DATED JULY 27, 2026

EX-99.2

Filename: ea029912701ex99-2.htm · Sequence: 3

Exhibit

99.2

2Q26 Earnings Presentation July 27, 2026 COMMERCIAL BANCGROUP, INC.

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

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

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

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

6 Investment Merits Competitive Strengths Experienced and invested leadership team with meaningful ownership Successfully completed five whole-bank acquisitions since 2008 with a focus on balance sheet and customer retention Diversified, commercially focused loan portfolio well- positioned in attractive growth markets Strong core deposit base comprised of 49% demand deposits (as of June 30, 2026) with excellent market share throughout nine community markets Top tier financial performer, consistently ranking in the top & upper quartiles compared with peers Proven ability to recruit and retain talented bankers and staff across our markets Scalable, decentralized operating model with local leadership and decision-making authority coupled with strong, centralized risk and credit support Strategic Focus Growth and expansion strategy with a keen focus on strengthening our presence in higher growth markets in Tennessee and North Carolina Emphasize commercial banking with a focus on small & medium-sized businesses and consumers Deliver best-in-class, top tier shareholder returns with a focus on EPS and TBVPS growth consistent with historical performance Execute a capital deployment strategy focused on organic growth, disciplined M&A and de novo expansion Fund asset growth through core deposit generation and strong relationship banking Leverage technology to enhance the customer experience and improve productivity

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

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

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

8.1% 9.1% 12.0% 12.3% 10.2% 11.1% 15.0% 14.6% 11.4% 12.4% 16.0% 15.5% 2023 2024 2025 YTD TCE Ratio CET1 Ratio Total Risk-based Capital 10 Consolidated Capital Ratios Capital Position Capital Ratios (%) Simple Capital Structure 89% 90% 92% 94% 3% 2% 2% 0% 7% 8% 8% 6% 2023 2024 2025 YTD Common Equity Tier 1 Trust Preferred Tier 2 ACL 1Non-GAAP financial measure. See Appendix for a reconciliation of Non-GAAP financial measures. ■ The Company repaid its $20.3M note payable to Community Trust Bank, Inc. on October 7, 2025. Interest payments were based on a variable rate per annum equal to the prime rate as reported in The Wall Street Journal, adjusted daily. The loan was utilized to finance merger transactions and support Bank level capital. ■ The Company redeemed $6.2M of Trust Preferred Securities on January 7, 2026 that paid interest and dividends quarterly at a rate of Secured Overnight Financing Rate ("SOFR") plus 2.4% 1 CRE and Construction Concentrations (Bank Level) 2021 2022 2023 2024 2025 YTD Tang. Common Equity/Tang. Assets1 8.0% 9.0% 8.1% 9.1% 12.0% 12.3% Common Equity Tier 1 Capital 10.9% 11.5% 10.2% 11.1% 15.0% 14.6% Total Risk-based Capital 12.2% 12.8% 11.4% 12.4% 16.0% 15.5% Tier 1 Leverage 8.4% 9.5% 8.8% 9.5% 12.2% 12.7%

11 Valuable Deposit Franchise 24% 25% 22% 20% 24% 23% 23% 25% 25% 19% 14% 15% 5% 5% 4% 9% 10% 11% 16% 16% 12% 10% 11% 11% 21% 19% 18% 20% 22% 25% 12% 10% 18% 22% 20% 16% 1,449 1,421 1,820 1,939 1,816 1,873 $0 $500 $1,000 $1,500 $2,000 $2,500 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 2021 2022 2023 2024 2025 YTD Deposits Demand deposits Interest-bearing Demand Money Market Savings Time Deposits Brokered Total 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 4.50% 2Q 2024 3Q 2024 4Q 2024 1Q 2025 2Q 2025 3Q 2025 4Q 2025 1Q 2026 2Q 2026 Cost of Deposits Interest-bearing DDAs Savings & MMDA Certificates of deposit Total deposits

Due in One Year or Less 20% Due after One Year Through Five Years 46% Due after Five Years 34% $150 $167 $160 $188 $174 $144 $216 $254 $337 $430 $466 $485 $257 $311 $317 $367 $357 $397 $624 $732 $814 $984 $997 $1,026 2021 2022 2023 2024 2025 2026Q2 C&I Owner Occupied CRE Non-owner Occupied CRE Fixed Rate 39% Adjustable Rate 61% 12 Loan Portfolio Detail Commercial Loan Growth ($M) Loan Maturity Schedule as of June 30, 2026 Loan Portfolio Highlights Fixed vs. Adjustable-Rate Loans As of June 30, 2026 ■ Diversified portfolio with an emphasis on commercial and business clients with sufficient debt service ratios, guarantor liquidity, and multiple forms of collateral ■ Substantial repeat business with very little turnover ■ All lending relationships over $2.5M in exposure get an expansive annual credit review ■ Every commercial loan has a 10% deposit requirement, typically the primary operating account ■ C&D portfolio largely domiciled in major metro markets. All transactions greater than $2.5M require multiple site visits. ■ Single family mortgage loans are retained on the balance sheet Combined Annual Growth Rate (CAGR) is from December 31, 2020 to December 31, 2025 for all graphs

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

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

15 Investment Highlights 1 Investment Highlights History of robust organic growth and proven top tier financial performance Experienced management team with vested ownership Best-in-class shareholder returns with a focus on EPS and TBVPS growth Balanced franchise with a combination of high growth Southeastern metro markets and stable, deposit rich community markets Diversified, commercially focused loan portfolio with conservative credit culture and an emphasis on true relationship banking Scalable, decentralized business model supported by centralized underwriting, credit administration and technology

Appendix

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

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

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

EX-99.3

Filename: ea029912701ex99-3.htm · Sequence: 4

Exhibit 99.3

COMMERCIAL

BANCGROUP, INC. ANNOUNCES QUARTERLY CASH DIVIDEND

HARROGATE,

TN (July 27, 2026) – Commercial Bancgroup, Inc. (“Commercial”) (NASDAQ:CBK), the parent company of Commercial Bank,

announced today that the board of directors of Commercial declared a quarterly cash dividend of $0.12 per share of Commercial common

stock payable on September 30, 2026, to shareholders of record as of the close of business on September 15, 2026. This cash dividend

represents a $0.02, or 20.0%, increase over the $0.10 cash dividend paid during the second quarter of 2026.

“Our

consistent profitability and performance metrics have enabled us to support growth and return value to shareholders. This dividend increase

reflects our confidence in the long-term earnings and growth outlook of Commercial Bancgroup, Inc. and our commitment to our shareholders,”

said Terry Lee, CEO and President of Commercial.

About

Commercial Bancgroup, Inc.

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 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.

[END]

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