Commercial Bancgroup (CBK) Proxy filing summary

Executive summary

• Completed a transformative year, transitioning from private to public with a successful IPO on October 3, 2025, while maintaining record financial performance, including $37.2 million net income, $2.95 EPS, 1.61% ROAA, and 15.60% ROAE for 2025.

• Loan portfolio grew to $1.9 billion with strong asset quality; nonperforming assets at 0.28% of total assets and net charge-offs at 0.03% of total loans.

• Efficiency ratio of 47.0% demonstrates strong expense management; operations expanded in Tennessee, Kentucky, and North Carolina.

• Annual Shareholders' Meeting scheduled for April 27, 2026, at the corporate office.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of three Class I directors to serve until 2029, (2) ratification of Mauldin & Jenkins, LLC as independent auditor for 2026, and (3) other business as may arise.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

• Shareholder proposals for the 2027 meeting must be submitted by December 1, 2026, for proxy inclusion.

Board of directors and corporate governance

• Board consists of nine directors divided into three staggered classes; six are independent under Nasdaq rules.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board leadership structure allows flexibility between combined or separate CEO and Chair roles.

• Stock ownership guidelines require directors and executives to hold significant equity; compliance reviewed annually.

• Code of Conduct and Ethics and Insider Trading Policy in place; hedging and pledging of company securities prohibited.