Commercial Bancgroup (CBK) Registration Filing summary

Company overview and business model

• Headquartered in Tennessee, operates as a financial holding company with a full-service community bank subsidiary serving Tennessee, Kentucky, and North Carolina.

• Focuses on traditional consumer and commercial banking, targeting small and medium-sized businesses and individuals.

• Growth driven by organic expansion and strategic acquisitions, with recent entry into the Charlotte, NC market.

• Operates 34 banking offices and one loan production office as of June 30, 2025.

• Business strategy emphasizes continued growth through acquisitions, de novo expansion, and technology investment.

Financial performance and metrics

• As of June 30, 2025: total assets $2.3B, net loans $1.8B, deposits $1.9B, shareholders' equity $235.3M.

• Net income for the six months ended June 30, 2025: $17.6M, up 6% year-over-year.

• Return on average assets (ROAA) for 2Q25: 1.55% annualized; pre-tax, pre-provision ROAA: 2.01%.

• Efficiency ratio for the nine months ended September 30, 2025: 46–49%.

• Book value per share at June 30, 2025: $19.22; tangible book value per share: $18.22.

• Asset quality: nonperforming assets to total assets 0.30%; allowance for credit losses to total loans 1.00%.

Use of proceeds and capital allocation

• Net proceeds of $21.3M (assuming $26.75/share) will be used to repay outstanding debt under the Community Trust Loan Agreement, redeem subordinated debentures and trust preferred securities, and for general corporate purposes.

• No proceeds from shares sold by selling shareholders.