Commercial Bancgroup (CBK) Registration Filing summary

Company overview and business model

• Headquartered in Harrogate, Tennessee, operates as a bank 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, including 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 was $17.6M, up 6% from prior year period.

• Annualized ROAA for 2Q25 was 1.55%; efficiency ratio for 2Q25 was 48.35%.

• Loan growth of 43.8% and deposit growth of 37.1% from December 31, 2020 to June 30, 2025.

• Asset quality: nonperforming assets to total assets at 0.30% as of June 30, 2025; allowance for credit losses at 1.00% of loans.

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

Use of proceeds and capital allocation

• Net proceeds 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.

• Plans to initially suspend dividends for the first year post-IPO, then transition to quarterly dividends starting in fiscal 2026, subject to board discretion.