Current Report · Items 2.02, 7.01, 9.01 · 8-K

Commercial Bancgroup, Inc.

CBKNASDAQEQUITYCurrent

Results of Operations and Financial Condition · Regulation FD Disclosure

Filed Jul 27, 2026Accepted Jul 27, 2026, 4:10 PM EDTCIK 1981546Accession 0001213900-26-081811

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

CBKNASDAQ · EQUITY · Current

Recent company filings

Disclosure sections

Items 2.02, 7.01, 9.01

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Item 2.02Item 2.02 - Results of Operations

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 7.01Item 7.01 - Regulation FD Disclosure

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.

Filed exhibits (2)

EX-99.1 (by filename) ea029912701ex99-1.htm

EX-99.1 2 ea029912701ex99-1.htm PRESS RELEASE OF COMMERCIAL BANCGROUP, INC., DATED JULY 27, 2026 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 ch…

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EX-99.2 (by filename) ea029912701ex99-2.htm

EX-99.2 3 ea029912701ex99-2.htm INVESTOR PRESENTATION OF COMMERCIAL BANCGROUP, INC., DATED JULY 27, 2026 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 …

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