Current Report · Items 2.02, 5.07, 7.01, 9.01 · 8-K
Commercial Bancgroup, Inc.
CBKNASDAQEQUITYCurrent
Results of Operations and Financial Condition · Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure
Item 2.02 Results of Operations and Financial Condition. On April 27, 2026, Commercial Bancgroup, Inc., a Tennessee corporation (the “Company”), issued a press release announcing its financial results for the three months ended March 31, 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.…
Filed Apr 27, 2026Accepted Apr 27, 2026, 3:11 PM EDTCIK 1981546Accession 0001213900-26-047976
Company context
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.
Current securities
Disclosure sections
Items 2.02, 5.07, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 2.02Item 2.02 - Results of Operations
Item 2.02 Results of Operations and Financial Condition.
On April 27, 2026, Commercial Bancgroup, Inc.,
a Tennessee corporation (the “Company”), issued a press release announcing its financial results for the three
months ended March 31, 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 containing financial results for the three months ended March 31, 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 “SEC”).
The information contained in this 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 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 27, 2026, the Company held its 2026 annual
meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, Sam A. Mars III, Aaron A. Robertson,
and Martha S. Spurlock were elected to serve on the Board of Directors of the Company (the “Board”) as
Class I directors until the 2029 annual meeting of the Company’s shareholders and thereafter until the election and qualification
of their successors or a decrease in the number of directors. In addition, at the Annual Meeting, the Company’s shareholders ratified
the appointment of Mauldin & Jenkins, LLC as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2026.
The final voting results for each proposal put
to a shareholder vote at the Annual Meeting, all of which proposals were described in the Company’s definitive proxy statement on
Schedule 14A filed with the SEC on March 31, 2026, are set forth below.
Proposal 1:
Election of Directors: Shareholders voted to elect
three Class I directors to serve on the Board until the 2029 annual meeting of the Company’s shareholders and thereafter until
the election and qualification of their successors or a decrease in the number of directors.
Nominee For Withhold Broker Non-Votes
───────────────────────────────────────────────────────────────────────────
Sam A. Mars III 8,889,414 2,285,137 833,026
Aaron A. Robertson 10,734,738 439,813 833,026
Martha S. Spurlock 9,610,043 1,564,508 833,026
Proposal 2:
Ratification of the appointment of Mauldin &
Jenkins, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
For Against Abstentions
────────────────────────────────────────────
11,977,716 29,828 33
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On April 27, 2026, the Board declared a quarterly
cash dividend of $0.10 per share of the Company’s common stock (the “Dividend”) payable on June
30, 2026, to shareholders of record as of the close of business on June 15, 2026.
On April 27, 2026, the Board also authorized a
stock repurchase plan (the “2026 Repurchase Program”) pursuant to which the Company 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.
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 Exchange Act, in each case subject to applicable regulatory requirements and other factors that may be considered by the Company 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 the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods
or other regulatory restrictions. The exact number of shares of common stock repurchased, the timing of such repurchases, and the price
and terms at and on which such repurchases are to be made will be at the discretion of the Company and will comply with all applicable
regulatory limitations.
The Company’s press release announcing the Dividend and
the 2026 Repurchase Program 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.
Filed exhibits (2)
EX-99.1 (by filename) ea028776001ex99-1.htmEX-99.1
2
ea028776001ex99-1.htm
EARNINGS RELEASE OF COMMERCIAL BANCGROUP, INC., DATED APRIL 27, 2026
Exhibit
99.1
Commercial
Bancgroup, Inc. Announces Results for the First Quarter 2026
HARROGATE,
TN - 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 c…
Open exhibit ↗EX-99.2 (by filename) ea028776001ex99-2.htmEX-99.2
3
ea028776001ex99-2.htm
INVESTOR PRESENTATION OF COMMERCIAL BANCGROUP, INC., DATED APRIL 27, 2026
Exhibit
99.2
1Q26 Earnings Presentation April 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 Te nnessee 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 securi ties laws. The statements in this presentation that are not purely historical facts, including statements regarding our growth strategy, our strategic focus an d v ision, and the scalability of our business model, are forward - looking statements. These forward - looking statements are generally identified by the use of forward - looking t erminology, including the terms “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “t arget,” “will,” “would” and, in each case, their …
Open exhibit ↗