21:45:04 EST Mon 26 Jan 2026
Enter Symbol
or Name
USA
CA



Commercial Bancgroup, Inc. Announces Results for the Fourth Quarter 2025

2026-01-26 16:30 ET - News Release

HARROGATE, TENNESSEE / ACCESS Newswire / January 26, 2026 / Commercial Bancgroup, Inc. ("Commercial" or the "Company") (Nasdaq:CBK), the parent company of Commercial Bank (the "Bank"), today announced net income less non-controlling interest of $9.9 million, or $0.72 per diluted common share, for the fourth quarter of 2025, compared to net income less non-controlling interest of $5.6 million, or $0.46 per diluted common share, for the fourth quarter of 2024.

On October 1, 2025, the Company priced its initial public offering (the "IPO") of 7,173,092 shares of its common stock 1,458,343 of which were sold by Commercial and 5,714,758 of which were sold by certain selling shareholders, at a public offering price of $24.00 per share.

Prior to September 18, 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 charter, the reclassification and conversion of (i) each outstanding share of Class B common stock into 1.15 shares of common stock and (ii) each outstanding share of Class C common stock into 1.05 shares of common stock (collectively, the "Stock Reclassification"); and

  • effective immediately following the Stock Reclassification, a 250-for-1 forward stock split in respect of the outstanding shares of our common stock (the "Stock Split").

Our financial statements, including earnings per share and book value per share, reflect the stock Reclassification and Stock Split retroactively. Because the IPO occurred after September 30, 2025, the financial impacts of the IPO are reflected for the fourth quarter of 2025 in the financial statements presented in this press release.

Fourth Quarter 2025 Performance Highlights:

  • Net income of $9.9 million or $0.72 per diluted share

  • Return on average assets ("ROAA") of 1.76%

  • Return on average equity ("ROAE") of 15.26%; Return on average tangible common equity ("ROATCE") of 15.99%

  • Net interest margin of 4.01%, a decrease of 1 basis points from the third quarter of 2025

  • Efficiency ratio of 45.24%

  • Gross loans increased $106.3 million during the quarter, or 24% annualized, from the third quarter

  • Book value per share increased $0.78, or 16% annualized, to $20.81 and tangible book value per increased $0.91, or 19% annualized, to $19.96 at December 31, 2025 from the third quarter of 2025

  • Net charge-offs to average loans of 0.014% and Nonperforming assets to total assets of 0.28%

  • Redeemed $20.3 million of holding company debt

2025 highlights:

  • Net income less non-controlling interest of $36.9 million or $2.93 per share and $2.92 per diluted share for the twelve months ended December 31, 2025, compared to $31.4 million or $2.58 per share and $2.54 per diluted share for the twelve months ended December 31, 2024.

  • Return on average assets of 1.61% for the twelve months ended December 31, 2025, compared to 1.40% for the twelve months ended December 31, 2024.

  • Return on average shareholders' equity of 15.60% for the twelve months ended December 31, 2025, compared to 15.30% for the twelve months ended December 31, 2024.

  • Total operating revenue of $90.4 million for the twelve months ended December 31, 2025, compared to $88.5 million for the twelve months ended December 31, 2024.

  • Non-interest expense of $42.5 million for the twelve months ended December 31, 2025, compared to $46.1 million for the twelve months ended December 31, 2024.

  • Tangible book value per share of $19.96 per share as of December 31, 2025, compared to $17.11 per share as of December 31, 2024 (see non-GAAP reconciliation).

  • Efficiency ratio of 47.0% for the twelve months ended December 31, 2025, compared to 48.9% for the twelve months ended December 31, 2024.

Balance Sheet Trends

Total assets were $2.3 billion as of December 31, 2025, compared to $2.3 billion as of December 31, 2024. This was primarily due to a decrease in the loan portfolio during the first three quarters of the year offset by loan growth during the fourth quarter.

Total net loans were $1.9 billion as of December 31, 2025, an increase of $66.9 million, or 3.7%, from December 31, 2024. While the Bank experienced some large loan payoffs from long-term borrowers selling businesses during the year, the Bank had strong loan growth during the fourth quarter. Total net loans increased by $106.5 million or 6.1% from $1.7 billion as of September 30, 2025.

As of December 31, 2025, the Bank exceeded the minimum requirements to be well-capitalized for bank regulatory purposes, with a total risk-based capital ratio of 14.1%, a Tier 1 risk-based capital ratio of 13.1%, a common equity Tier 1 capital ratio of 13.1%, and a Tier 1 leverage ratio of 10.8%.

Total deposits were $1.8 billion as of December 31, 2025, a decrease of $122.9 million, or 6.3%, from December 31, 2024. This decrease was primarily driven by a $126.9 million reduction in brokered deposits to $48.0 million at December 31, 2025, from $174.9 million at December 31, 2024.

Noninterest bearing demand deposits increased $1.2 million, or 0.3%, to $397.8 million as of December 31, 2025, from $396.6 million as of December 31, 2024.

Non-brokered deposits were $1.8 billion as of December 31, 2025, an increase of $4.1 million, or 0.2%, from December 31, 2024. This increase was primarily driven by normal customer business cycles.

Asset quality decreased slightly with nonperforming assets to total assets of .28% as of December 31, 2025 and compared to .26% as of December 31, 2024. The allowance for credit losses to total loans decreased slightly to 0.95% as of December 31, 2025 from 1.00% as of December 31, 2014.

Net Income Before Income Taxes

Net income before income taxes was $47.7 million for the twelve months ended December 31, 2025, an increase of $7.2 million, or 17.6%, from the twelve months ended December 31, 2024. The increase was primarily the result of an increase in net interest income after provision for credit losses of $4.5 million or 6.0% and a decrease of noninterest expense of $3.6 million or 7.8%.

Non-Interest Income

Non-interest income was $9.9 million for the twelve months ended December 31, 2025, a decrease of $0.9 million, or 8.7%, from the twelve months ended December 31, 2024. This decrease was primarily due to one-time gains on the sale of bank property during 2024 of $0.4 million.

About Commercial Bancgroup, Inc.

Commercial Bancgroup, Inc. is a bank holding company headquartered in Harrogate, Tennessee. Through a wholly owned subsidiary, Commercial Bank, a Tennessee state-chartered bank, the Bank offers 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.

Commercial Bancgroup, Inc.
Financial Tables

Financial Highlights (unaudited)

Table 1A

As of and for the Three Months Ended

As of and for the Twelve Months Ended

(dollars in thousands except per share amounts)

December 31, 2025

September 30, 2025

June 30, 2025

March 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

Selected Operating Data:

Interest and Dividend Income

$

29,958

$

30,021

$

30,859

$

30,766

$

31,334

$

121,604

$

123,213

Interest Expense

9,148

9,799

10,800

11,426

11,566

41,173

45,629

Net Interest Income

20,810

20,222

20,059

19,340

19,768

80,431

77,584

Provision for Credit Losses

150

-

-

-

6

150

1,829

Net Interest Income After Provision for Credit Losses

20,660

20,222

20,059

19,340

19,762

80,281

75,755

Noninterest Income

2,666

2,626

2,194

2,443

3,000

9,930

10,878

Noninterest Expense

10,621

10,552

10,725

10,581

13,916

42,480

46,061

Income Before Income Taxes

12,705

12,296

11,528

11,202

8,846

47,731

40,572

Provision for Income Taxes

2,792

2,829

2,658

2,510

3,235

10,789

8,886

Net Income

9,913

9,467

8,870

8,692

5,611

36,942

31,686

Less: Net Income Attributable to Noncontrolling Interest

-

-

-

-

-

-

276

Net Income attributable to Commercial Bancgroup, Inc.

9,913

9,467

8,870

8,692

5,611

36,942

31,410

(1) Considered non-GAAP financial measure - See "Non-GAAP Financial Measures" and reconciliation of GAAP to non-GAAP financial measures tables 10A - 10I

Commercial Bancgroup, Inc.
Financial Tables
(Unaudited)

Financial Highlights (unaudited)

As of and for the Three Months Ended

As of and for the Twelve Months Ended

December 31, 2025

September 30, 2025

June 30, 2025

March 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

Share and Per Share Data:

Basic earnings per share

$

0.72

$

0.77

$

0.72

$

0.71

$

0.46

$

2.93

$

2.58

Diluted earnings per share

$

0.72

$

0.77

$

0.73

$

0.72

$

0.46

$

2.92

$

2.54

Book value per share

$

20.81

$

20.03

$

19.22

$

18.48

$

18.18

$

20.81

$

18.18

Tangible book value per share (1)

$

19.96

$

19.05

$

18.22

$

17.45

$

17.11

$

19.96

$

17.11

Shares of common stock outstanding

13,697,987

12,239,644

12,239,644

12,239,644

12,113,114

13,697,987

12,113,114

Weighted average diluted shares outstanding

13,835,816

12,188,624

12,137,013

12,137,013

12,301,998

13,835,816

12,367,248

(1) Considered non-GAAP financial measure - See "Non-GAAP Financial Measures" and reconciliation of GAAP to non-GAAP financial measures tables 10A - 10I

Financial Highlights (unaudited)

As of and for the Three Months Ended

As of and for the Twelve Months Ended

(dollars in thousands)

December 31, 2025

September 30, 2025

June 30, 2025

March 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

Selected Balance Sheet Data:

Total assets

$

2,291,112

$

2,214,408

$

2,262,511

$

2,266,878

$

2,301,211

$

2,291,112

$

2,301,211

Securities available-for-sale at fair value

43,137

29,556

30,113

48,830

47,938

43,137

47,938

Securities held-to-maturity, at carrying value, net of allowance for credit losses

97,728

131,915

157,452

140,019

128,217

97,728

128,217

Gross loans less deferred fees and discounts

1,873,533

1,767,193

1,791,516

1,795,178

1,806,997

1,873,533

1,806,997

Allowance for credit losses

17,830

17,942

17,989

18,109

18,205

17,830

18,205

Goodwill and other intangible assets

12,767

13,149

13,546

13,938

14,339

12,767

14,339

Total deposits

1,815,734

1,780,634

1,851,248

1,902,207

1,938,597

1,815,734

1,938,597

Core deposits (1)

1,665,470

1,631,921

1,628,816

1,659,301

1,669,380

1,665,470

1,669,380

Other borrowings

166,838

162,760

148,509

109,090

109,165

166,838

109,165

Total Shareholders' equity

285,090

245,153

235,268

226,180

220,256

285,090

220,256

(1) Considered non-GAAP financial measure - See "Non-GAAP Financial Measures" and reconciliation of GAAP to non-GAAP financial measures tables 10

Financial Highlights (unaudited)

Table 1B

As of and for the Three Months Ended

As of and for the Twelve Months Ended

(dollars in thousands)

December 31, 2025

September 30, 2025

June 30, 2025

March 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

Performance Ratios

Pre-tax Pre-provision net revenue (PPNR) (1)

$

12,855

$

12,296

$

11,528

$

11,202

$

8,851

$

47,881

$

42,401

Return on average assets (ROAA)

1.76

1.69

1.57

1.52

0.99

1.61

1.40

Return on average equity (ROAE)

15.26

15.81

15.57

15.81

10.38

15.60

15.30

Return on average tangible common equity (ROATCE) (1)

15.99

16.65

16.43

16.75

11.03

16.44

16.49

Net interest rate spread

3.34

3.32

3.11

2.98

3.10

3.20

3.05

Net interest margin

4.01

4.02

3.84

3.63

3.77

3.87

3.75

Cost of Funds

1.88

2.07

2.18

2.25

2.31

2.10

2.31

Efficiency ratio

45.24

46.19

48.20

48.57

61.12

47.01

48.92

Noninterest income to average assets

0.47

0.48

0.39

0.43

0.53

0.44

0.49

Noninterest expense to average assets

1.89

1.94

1.91

1.85

2.47

1.90

2.08

Average interest-earning assets to average interest-bearing liabilities

1.38

1.36

1.31

1.30

1.31

1.34

1.32

Average equity to average total assets

0.12

0.11

0.10

0.10

0.09

0.11

0.09

(1) Considered non-GAAP financial measure - See "Non-GAAP Financial Measures" and reconciliation of GAAP to non-GAAP financial measures tables 10

Commercial Bancgroup, Inc.
Financial Tables
(Unaudited)

Financial Highlights (unaudited)

As of and for the Three Months Ended

As of and for the Twelve Months Ended

December 31, 2025

September 30, 2025

June 30, 2025

March 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

Asset Quality Data:

Net charge-offs to average loans

0.01

%

0.00

%

0.01

%

0.01

%

0.00

%

0.03

%

0.01

%

Total allowance for credit losses to total loans

0.95

1.02

1.00

1.01

1.01

0.95

1.01

Total allowance for credit losses to nonperforming loans

286

%

333

%

307

%

375

%

360

%

286

%

360

%

Nonperforming loans to gross loans

0.33

%

0.31

%

0.33

%

0.27

%

0.28

%

0.33

%

0.28

%

Nonperforming assets to total assets

0.28

%

0.27

%

0.30

%

0.24

%

0.26

%

0.28

%

0.26

%

Commercial Bancgroup, Inc.
Financial Tables
(Unaudited)

Financial Highlights (unaudited)

As of and for the Three Months Ended

As of and for the Twelve Months Ended

December 31, 2025

September 30, 2025

June 30, 2025

March 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

Balance Sheet and Capital Ratios (Commercial Bancgroup, Inc.)

Loan-to-deposit ratio

103.18

%

99.25

%

96.77

%

94.37

%

93.21

%

103.18

%

93.21

%

Noninterest bearing deposits to total deposits

21.91

%

22.39

%

22.53

%

22.05

%

20.46

%

21.91

%

20.46

%

Total shareholders' equity to total assets

12.44

%

11.07

%

10.40

%

9.98

%

9.57

%

12.44

%

9.57

%

Tangible common equity to tangible assets (1)

12.00

%

10.59

%

9.92

%

9.48

%

9.07

%

12.00

%

9.07

%

Tier 1 leverage ratio

12.19

%

11.03

%

10.22

%

9.63

%

9.51

%

12.19

%

9.51

%

Common equity tier 1 ratio

14.99

%

12.83

%

12.26

%

11.62

%

11.11

%

14.99

%

11.11

%

Total risk-based capital ratio

15.96

%

14.12

%

13.55

%

12.90

%

12.37

%

15.96

%

12.37

%

Other

Number of branches

34

34

34

34

34

34

34

Number of full-time equivalent employees

287

287

289

284

279

287

279

(1) Considered non-GAAP financial measure - See "Non-GAAP Financial Measures" and reconciliation of GAAP to non-GAAP financial measures tables 10

Commercial Bancgroup, Inc.
Financial Tables
(Unaudited)

Quarter End Balance Sheets (unaudited)

Table 2

(dollars in thousands)

December 31, 2025

September 30, 2025

June 30, 2025

March 31, 2025

December 31, 2024

Assets

Cash and due from banks

$

118,989

$

122,945

$

108,501

$

113,190

$

134,455

Federal funds sold

25,329

31,841

42,782

37,303

43,743

Investment securities

140,865

161,471

187,565

188,849

176,155

Gross loans less deferred fees and discounts

1,873,533

1,767,193

1,791,516

1,795,178

1,806,997

Allowance for credit losses

(17,830

)

(17,942

)

(17,989

)

(18,109

)

(18,205

)

Loans, net of allowance for credit losses

1,855,703

1,749,251

1,773,527

1,777,069

1,788,792

Premises and equipment, net

49,765

50,268

50,337

50,038

50,288

Foreclosed assets held for sale, net

253

533

861

565

832

Bank owned life insurance

46,648

46,482

46,480

46,191

45,883

Goodwill and other intangible assets

12,767

13,149

13,546

13,938

14,339

Deferred tax asset

1,427

1,427

1,029

1,029

1,079

Other

39,366

37,041

37,883

38,706

45,645

Total Assets

$

2,291,112

$

2,214,408

$

2,262,511

$

2,266,878

$

2,301,211

Liabilities and Shareholders' Equity

Liabilities

Deposits

Demand

913,986

928,958

926,886

960,915

976,481

Savings, NOW and money market

414,716

382,002

382,788

390,491

385,615

Time

487,032

469,674

541,574

550,800

576,501

Total deposits

1,815,734

1,780,634

1,851,248

1,902,206

1,938,597

Short-term borrowings

88,251

62,663

46,300

5,900

3,392

Long-term debt

78,587

100,097

102,209

103,190

105,773

Interest Payable

2,962

3,410

4,545

5,157

4,225

Other Liabilities

20,488

22,451

22,941

24,246

28,968

Total Liabilities

$

2,006,022

$

1,969,255

$

2,027,243

$

2,040,699

$

2,080,955

Shareholders' Equity

Common stock

137

122

122

122

121

Additional paid-in capital

38,377

8,406

8,406

8,406

9,388

Retained earnings

247,251

237,366

227,900

219,000

212,312

Accumulated other comprehensive loss

(675

)

(741

)

(1,160

)

(1,349

)

(1,565

)

Total Shareholders' equity

285,090

245,153

235,268

226,179

220,256

Total liabilities and shareholders' equity

$

2,291,112

$

2,214,408

$

2,262,511

$

2,266,878

$

2,301,211

Commercial Bancgroup, Inc.
Financial Tables
(Unaudited)

Statement of Operations (unaudited)

Table 3

As of and for the Three Months Ended

As of and for the Twelve Months Ended

(dollars in thousands)

December 31, 2025

September 30, 2025

June 30, 2025

March 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

Interest and Dividend Income

Loans, including fees

$

27,866

$

28,074

$

28,432

$

27,930

$

28,422

$

112,301

$

113,391

Debt securities-taxable

739

929

1,070

975

764

3,714

2,679

Debt securities-tax-exempt

114

102

116

110

91

442

368

Dividends on restricted stock

157

156

148

160

184

621

700

Interest-bearing deposits

1,082

760

1,093

1,591

1,872

4,526

6,075

Total interest and dividend income

29,958

30,021

30,859

30,766

31,333

121,604

123,213

Interest expense

Deposits

8,441

8,654

9,717

10,294

10,377

37,107

40,352

Short-term borrowings

18

55

44

31

40

148

205

Long-term debt

689

1,090

1,039

1,101

1,149

3,919

5,072

Total interest expense

9,148

9,799

10,800

11,426

11,566

41,174

45,629

Net interest income

20,810

20,222

20,059

19,340

19,767

80,430

77,584

Provision for credit losses

150

-

-

-

5

150

1,829

Net interest income after provision for credit losses

20,660

20,222

20,059

19,340

19,762

80,280

75,755

Noninterest Income

Customer service fees

779

735

674

655

882

2,844

3,041

Net gains on sales of premises and equipment

13

20

2

(28

)

347

38

759

Net gains on sales of foreclosed assets

48

110

1

3

2

161

153

ATM fees

877

846

891

799

849

3,413

3,281

Increase in BOLI

342

306

336

308

323

1,292

1,199

Other

607

609

290

706

597

2,182

2,445

Total noninterest income

2,666

2,626

2,194

2,443

3,000

9,930

10,878

Noninterest Expense

Salaries and employee benefits

5,753

5,729

5,657

5,626

8,021

22,764

24,873

Occupancy

734

738

774

875

1,135

3,264

3,786

Data processing

1,068

1,103

1,151

1,207

842

4,530

4,235

Deposit insurance premiums

234

267

245

226

254

972

1,129

Professional fees

229

136

286

195

37

846

1,017

Depreciation and amortization

1,001

955

803

948

992

3,706

4,109

Other

1,602

1,624

1,809

1,504

2,635

6,397

6,912

Total noninterest expense

10,621

10,552

10,725

10,581

13,916

42,479

46,061

Income before income taxes

12,705

12,296

11,528

11,202

8,846

47,731

40,572

Provision for income taxes

2,792

2,829

2,658

2,510

3,235

10,789

8,886

Net Income

9,913

9,467

8,870

8,692

5,611

36,942

31,686

Less: Net Income Attributable to Noncontrolling Interest

-

-

-

-

-

-

276

Net Income attributable to Commercial Bancgroup, Inc.

$

9,913

$

9,467

$

8,870

$

8,692

$

5,611

$

36,942

$

31,410

QTD Average Balances and Yields/Rates (unaudited)

Table 4

Three Months Ended

(dollars in thousands)

December 31, 2025

September 30, 2025

Average
Balance

Interest

Yield/
Rate

Average
Balance

Interest

Yield/
Rate

Interest Earning Assets

Gross loans, net of unearned income

$

1,807,127

$

27,866

6.2

%

$

1,767,379

$

28,074

6.4

%

Investment securities

152,782

1,011

2.6

%

169,679

1,187

2.8

%

Other interest-earning assets

116,517

1,081

3.7

%

76,746

760

4.0

%

Total interest-earning assets

2,076,426

29,958

5.8

%

2,013,804

30,021

6.0

%

Noninterest-earning assets:

Allowance for credit losses

(17,954

)

(17,971

)

Noninterest-earning assets

190,810

175,036

Total Assets

2,249,282

2,170,869

Interest-bearing liabilities:

Interest-bearing DDAs

518,495

2,647

2.0

%

509,726

2,806

2.2

%

NOW, savings and MMDA deposits

427,419

1,585

1.5

%

380,421

1,396

1.5

%

Time Deposits

475,972

4,209

3.5

%

486,555

4,452

3.7

%

Federal Home Loan bank advances

60,781

444

2.9

%

61,827

455

2.9

%

Other borrowings

24,953

263

4.2

%

45,934

690

6.0

%

Total interest-bearing liabilities

1,507,620

9,148

2.4

%

1,484,463

9,799

2.6

%

Noninterest bearing liabilities:

Noninterest bearing deposits

434,578

413,376

Other liabilities

47,299

33,557

Total noninterest bearing liabilities

481,877

446,933

Shareholders' equity

259,785

239,473

Total liabilities and shareholders' equity

2,249,282

2,170,869

Net interest income

20,810

20,222

Net interest spread

3.3

%

3.3

%

Net interest margin

4.0

%

4.0

%

Cost interest bearing deposits

2.37

%

2.51

%

Cost of funds

2.43

%

2.64

%

YTD Average Balances and Yields/Rates (unaudited)

Table 5

Twelve Months Ended

December 31, 2025

December 31, 2024

(dollars in thousands)

Average Balance

Interest

Yield/ Rate

Average Balance

Interest

Yield/ Rate

Interest Earning Assets

Gross loans, net of unearned income

1,791,550

112,301

6.27

%

1,738,433

113,391

6.52

%

Investment securities

173,927

4,777

2.75

%

204,554

3,747

1.83

%

Other interest-earning assets

112,578

4,526

4.02

%

123,380

6,075

4.92

%

Total interest-earning assets

2,078,055

121,604

5.85

%

2,066,367

123,213

5.96

%

Noninterest-earning assets:

Allowance for credit losses

(18,102

)

(17,568

)

Noninterest-earning assets

179,515

168,624

Total Assets

2,239,468

2,217,423

Interest-bearing liabilities:

Interest-bearing DDAs

533,325

11,730

2.20

%

497,662

11,757

2.36

%

NOW, savings and MMDA deposits

396,126

5,902

1.49

%

403,563

6,665

1.65

%

Time Deposits

519,390

19,475

3.75

%

546,599

21,931

4.01

%

Short-term borrowings

Federal Home Loan bank advances

62,419

1,778

2.85

%

72,540

1,983

2.73

%

Other borrowings

40,109

2,288

5.71

%

47,746

3,293

6.90

%

Total interest-bearing liabilities

1,551,369

41,173

2.65

%

1,568,110

45,629

2.91

%

Noninterest bearing liabilities:

Noninterest bearing deposits

412,956

409,405

Other liabilities

38,373

33,286

Total noninterest bearing liabilities

451,329

442,691

Shareholders' equity

236,770

206,622

Total liabilities and shareholders' equity

2,239,468

2,217,423

Net interest income

80,431

77,584

Net interest spread

3.20

%

3.05

%

Net interest margin

3.87

%

3.75

%

Commercial Bancgroup, Inc.
Financial Tables
(Unaudited)

Loan Data (unaudited)

Table 6

As of Quarter Ended

December 31, 2025

September 30, 2025

June 30, 2025

March 31, 2025

December 31, 2024

(dollars in thousands)

Amount

% of Total

Amount

% of Total

Amount

% of Total

Amount

% of Total

Amount

% of Total

Real Estate Loans

Commercial

1,113,440

57

%

1,002,192

57

%

1,016,229

57

%

1,029,444

57

%

1,006,207

55

%

Construction and land development

176,688

11

%

201,399

11

%

189,187

11

%

180,066

10

%

199,800

11

%

Residential

377,943

21

%

376,769

21

%

376,442

21

%

372,338

21

%

369,308

20

%

Other

14,824

1

%

14,831

1

%

15,290

1

%

16,406

1

%

16,816

1

%

Commercial

174,248

9

%

154,732

9

%

178,832

10

%

182,186

10

%

201,593

11

%

Consumer

15,417

1

%

16,009

1

%

14,636

1

%

14,908

1

%

15,214

1

%

Other

7,450

0

%

7,642

0

%

7,772

0

%

7,505

0

%

6,744

0

%

Total loans

1,880,010

100

%

1,773,574

100

%

1,798,388

100

%

1,802,853

100

%

1,815,682

100

%

Deferred loan fees and discounts

6,477

6,381

6,872

7,675

8,685

Allowance for credit losses

17,830

17,942

17,989

18,109

18,205

Loans, net

1,855,703

1,749,251

1,773,527

1,777,069

1,788,792

Commercial Bancgroup, Inc.
Financial Tables
(Unaudited)

Nonperforming Assets (unaudited)

Table 7

As of the Quarter Ended

(dollars in thousands)

December 31, 2025

September 30, 2025

June 30, 2025

March 31, 2025

December 31, 2024

Nonaccrual loans

$

6,245

$

5,390

$

5,846

$

4,808

$

5,059

Past due loans 90 days and still accruing

-

-

6

20

2

Total nonperforming loans

6,245

5,390

5,852

4,828

5,061

Other real estate owned

253

533

861

565

832

Total nonperforming assets

$

6,498

$

5,923

$

6,713

$

5,393

$

5,893

Allowance for credit losses

$

17,830

$

17,942

$

17,989

$

18,109

$

18,205

Total loans outstanding at end of period

$

1,873,533

$

1,767,193

$

1,791,516

$

1,795,178

$

1,806,997

Nonperforming loans to total loans

0.33

%

0.31

%

0.33

%

0.27

%

0.28

%

Nonperforming assets to total loans and OREO

0.35

%

0.34

%

0.37

%

0.30

%

0.33

%

Allowance for credit losses to nonperforming loans

286

%

333

%

307

%

375

%

360

%

Allowance for credit losses to total loans

0.95

%

1.02

%

1.00

%

1.01

%

1.01

%

Nonaccrual loans to total assets

0.27

%

0.24

%

0.26

%

0.21

%

0.22

%

Nonperforming assets to total assets

0.28

%

0.27

%

0.30

%

0.24

%

0.26

%

Allowance for credit losses (unaudited)

Table 8

As of and for the Three Months Ended

As of and for the Twelve Months Ended

(dollars in thousands)

December 31, 2025

September 30, 2025

June 30, 2025

March 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

Average loans outstanding

$

1,807,127

$

1,767,379

$

1,795,846

$

1,794,477

$

1,769,580

$

1,791,550

$

1,738,433

Total loans outstanding at end of period

1,873,533

1,767,193

1,791,516

1,795,178

1,806,997

1,873,533

1,806,997

Balance, beginning of period

17,942

17,989

18,109

18,205

18,291

18,205

16,635

Charge-offs:

Commercial real estate

(284

)

-

(18

)

-

-

(301

)

(49

)

Construction and land development

-

-

-

-

Residential real estate

-

-

(121

)

-

(105

)

(121

)

(52

)

Commercial

(48

)

-

-

(314

)

(5

)

(362

)

(177

)

Consumer and other

(13

)

(186

)

(34

)

(17

)

-

(251

)

(151

)

Total charge-offs

(345

)

(186

)

(173

)

(331

)

(110

)

(1,035

)

(429

)

Recoveries:

Commercial real estate

-

108

33

10

19

151

75

Construction and land development

-

-

-

202

-

202

Residential real estate

20

26

2

16

-

64

9

Commercial

7

1

3

-

-

11

54

Consumer and other

56

4

15

7

5

83

32

Total recoveries

83

139

53

235

24

511

170

Net (charge-offs) recoveries

(262

)

(47

)

(120

)

(96

)

(86

)

(524

)

(259

)

Provision for credit losses

150

-

-

-

-

150

1,829

Balance at end of period

$

17,830

$

17,942

$

17,989

$

18,109

$

18,205

$

17,831

$

18,205

Ratio of allowance to end of period loans

0.95

%

1.02

%

1.00

%

1.01

%

1.01

%

0.95

%

1.01

%

Ratio of net (charge-offs) recoveries to average loans

-0.01

%

0.00

%

-0.01

%

-0.01

%

0.00

%

-0.03

%

-0.01

%

Commercial Bancgroup, Inc.
Financial Tables
(Unaudited)

Loan Risk Ratings (unaudited)

Table 9

As of the Quarter Ended

(dollars in thousands)

December 31, 2025

September 30, 2025

June 30, 2025

March 31, 2025

December 31, 2024

Real Estate Loans

Commercial

Pass

$

1,104,532

$

999,788

$

1,012,190

$

1,023,884

$

1,002,113

Special mention

8,814

1,776

2,515

4,182

3,605

Substandard

94

628

1,524

1,378

489

Total Commercial

$

1,113,440

$

1,002,192

$

1,016,229

$

1,029,444

$

1,006,207

Construction and land development

Pass

$

176,014

$

201,363

$

189,149

$

180,066

$

199,098

Special mention

78

-

-

-

702

Substandard

596

36

38

-

-

Total Construction and land development

$

176,688

$

201,399

$

189,187

$

180,066

$

199,800

Residential

Pass

$

371,583

$

371,226

$

371,353

$

367,216

$

363,952

Special mention

833

838

849

854

865

Substandard

5,527

4,705

4,240

4,268

4,491

Total Residential

$

377,943

$

376,769

$

376,442

$

372,338

$

369,308

Other

Pass

$

14,824

$

14,831

$

15,290

$

16,406

$

16,816

Special mention

-

-

-

-

Substandard

-

-

-

-

-

Total Other

$

14,824

$

14,831

$

15,290

$

16,406

$

16,816

Commercial

Pass

$

173,324

$

153,819

$

177,969

$

181,255

$

200,976

Special mention

793

733

747

808

543

Substandard

131

180

116

123

74

Total Commercial

$

174,248

$

154,732

$

178,832

$

182,186

$

201,593

Consumer

Pass

$

15,317

$

15,974

$

14,594

$

14,866

$

15,159

Special mention

21

5

6

7

8

Substandard

79

30

36

35

47

Total Consumer

$

15,417

$

16,009

$

14,636

$

14,908

$

15,214

Other

Pass

$

7,451

$

7,642

$

7,773

$

7,506

$

6,744

Special mention

-

-

-

-

Substandard

-

-

-

-

-

Total Other

$

7,451

$

7,642

$

7,773

$

7,506

$

6,744

Total loans

Pass

$

1,863,045

$

1,764,643

$

1,788,318

$

1,791,199

$

1,804,858

Special mention

10,539

3,352

4,117

5,851

5,723

Substandard

6,427

5,579

5,954

5,804

5,101

Total Gross loans

$

1,880,011

$

1,773,574

$

1,798,389

$

1,802,854

$

1,815,682

Non-GAAP Financial Measures

This press release contains certain financial measure(s) that are not financial measure(s) recognized under generally accepted accounting principles in the U.S. ("GAAP") and, therefore, are considered non-GAAP financial measure(s) and should be read along with the accompanying reconciliation of non-GAAP financial measure(s) to GAAP financial measure(s). We use non-GAAP financial measures, certain of which are included in this press release, both to explain our operating results to shareholders and the investment community and to evaluate, analyze, and manage our business. We believe that these non-GAAP financial measures provide a better understanding of ongoing operations, enhance the comparability of results across periods, and enable investors to better understand our performance. However, non-GAAP financial measures should not be considered in isolation and should be considered supplemental in nature and not as a substitute for or superior to the most directly comparable or other financial measures calculated in accordance with GAAP. Additionally, the manner in which the non-GAAP financial measure(s) contained in this press release are calculated may differ from the manner in which measures with similar names are calculated by other companies. You should understand how other companies calculate their financial measures similar to, or with names similar to, the non-GAAP financial measure(s) contained in this press release when comparing such financial measures.

The non-GAAP financial measures in this press release include the following:

  • Core deposits. We calculate core deposits by excluding jumbo time deposits (deposits greater than or equal to $250,000) from total deposits.

  • Core net income. We define core net income as net income plus acquisition related expenses, net of the related tax effect of acquisition related expenses.

  • Core diluted earnings per share. We define core diluted earnings per share as core net income divided by diluted weighted average shares outstanding.

  • Core ROAA. We define core ROAA as core net income divided by average assets, with average assets based upon the average daily balance of total assets in each year.

  • Core return on average tangible common equity. We define core return on average tangible common equity as core net income divided by total average shareholders' equity less average intangible assets (goodwill and core deposit intangibles).

  • Core efficiency ratio. We define core efficiency ratio as operating revenue (net interest income, plus total noninterest income, divided by noninterest expenses (less acquisition related expenses). This ratio is an indicator used by our management to assess operating efficiencies and is intended to demonstrate how efficiently our management is controlling expenses relative to generating revenues on our core activities.

  • Efficiency Ratio. We define efficiency ratio as operating expenses divided by fee income plus tax equivalent net interest income. This metric indicates how effectively the Company manages its expenses relative to its income, providing insights into cost management and profitability.

  • Pre-tax, pre-provision ROAA. We define pre-tax, pre-provision ROAA as pre-tax, pre-provision net income divided by average assets calculated based upon the average daily balance of total assets in each year.

  • Tangible assets. We define tangible assets as total assets less goodwill and other intangible assets.

  • Tangible book value per share. We define tangible book value per share as our tangible common equity, which is shareholders' equity reduced by goodwill and other intangible assets, divided by diluted weighted average shares outstanding.

Our management believes that these non-GAAP financial measures and the information they provide are useful to investors since these measures permit investors to view our performance using the same tools that our management uses to evaluate our performance. In addition to the foregoing, our management believes that the "core" metrics described above assist users of the Company's financial statements with their financial analysis period-over-period as they exclude certain non-recurring items. While we believe that these non-GAAP financial measures are useful in evaluating our performance, these non-GAAP financial measures should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate these non-GAAP financial measures may differ from that of other companies reporting measures with similar names.

The following table provides a reconciliation of the above non-GAAP financial measures to their most directly comparable financial measure presented in accordance with GAAP.

Non-GAAP Reconciliations (unaudited)

Table 10

As of and for the Three Months Ended

As of and for the Twelve Months Ended

(dollars in thousands, except per share data)

December 31, 2025

September 30, 2025

June 30, 2025

March 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

Pre-Tax Pre-Provision Net Income

Pre-tax income

$

12,705

$

12,296

$

11,528

$

11,202

$

8,846

$

47,731

$

40,572

Add: provision for loan and lease losses

150

-

-

-

5

150

1,829

Pre-tax pre-provision net income

$

12,855

$

12,296

$

11,528

$

11,202

$

8,851

$

47,881

$

42,401

Tangible Common Equity:

Shareholders' equity

$

285,090

$

245,153

$

235,268

$

226,179

$

220,256

285,090

220,256

Less: non controlling interest

-

-

Less: goodwill

8,511

8,511

8,511

8,511

8,514

8,511

8,514

Less: core deposit intangible (net of tax benefit)

3,164

3,448

3,744

4,035

4,331

3,164

4,331

Tangible common equity

$

273,415

$

233,194

$

223,013

$

213,633

$

207,411

$

273,415

$

207,411

Pre-Tax Pre-Provision Return on Average Assets:

Total average assets

$

2,249,282

$

2,170,869

$

2,248,134

$

2,289,582

$

2,255,565

$

2,239,468

$

2,217,423

Pre-tax pre-provision net income

12,855

12,296

11,528

11,202

8,851

47,881

42,401

Pre-tax pre-provision return on average assets

2.29

%

2.27

%

2.05

%

1.96

%

1.57

%

2.14

%

1.91

%

Return on Average Tangible Common Equity:

Total average shareholders' equity

$

259,784

$

239,473

$

227,883

$

219,940

$

216,140

$

236,770

$

206,622

Less: average intangible assets (net of tax benefit)

11,767

11,980

11,997

12,310

12,676

$

12,014

13,497

Less: average non controlling interest

-

-

-

-

-

-

2,701

Average tangible equity

248,017

227,493

215,886

207,630

203,464

224,757

190,424

Net income to shareholders

9,913

9,467

8,870

8,692

5,611

36,942

31,410

Return on average tangible equity

15.99

%

16.65

%

16.43

%

16.75

%

11.03

%

16.44

%

16.49

%

Tangible Book Value per Common Share, Reported:

Tangible common equity

$

273,415

$

233,194

$

223,013

$

213,633

$

207,411

$

273,415

$

207,411

Shares of common stock outstanding

13,697,987

12,239,644

12,239,644

12,239,644

12,113,114

13,697,987

12,113,114

Tangible book value per share, reported

$

19.96

$

19.05

$

18.22

$

17.45

$

17.12

$

19.96

$

17.12

Tangible Common Equity to Tangible Assets:

Tangible common equity

$

273,415

$

233,194

$

223,013

$

213,633

$

207,411

$

273,415

$

207,411

Total assets

2,291,112

2,214,408

2,262,511

2,266,878

2,301,211

2,291,112

2,301,211

Less: intangible assets

12,767

13,149

13,546

13,938

14,339

12,767

14,339

Tangible assets

2,278,345

2,201,258

2,248,965

2,252,940

2,286,872

2,278,345

2,286,872

Tangible common equity to tangible assets

12.00

%

10.59

%

9.92

%

9.48

%

9.07

%

12.00

%

9.07

%

Core Deposits:

Total Deposits

$

1,815,734

$

1,780,634

$

1,851,248

$

1,902,206

$

1,938,597

$

1,815,734

1,938,597

Less: Time deposits equal to or greater than $250,000

102,294

100,743

97,209

97,537

94,567

102,294

94,567

Less: Brokered deposits

47,970

47,970

125,223

145,375

174,918

47,970

174,918

Core deposits

$

1,665,470

$

1,631,921

$

1,628,816

$

1,659,294

$

1,669,112

$

1,665,470

$

1,669,112

Core Net Income:

Net income

$

9,913

$

9,467

$

8,870

$

8,692

$

5,611

$

36,942

31,410

Add: merger expenses from AB&T acquisition

-

-

302

7

131

309

2,788

Less: tax effect

-

-

(76

)

(2

)

(33

)

(78

)

(697

)

Core net income

$

9,913

$

9,467

$

9,096

$

8,697

$

5,709

$

37,173

33,501

Core Earnings per Share:

Core net income

$

9,913

$

9,467

$

9,096

$

8,697

$

5,709

$

37,173

$

33,501

Average shares outstanding

13,835,816

12,188,624

12,137,013

12,137,013

12,301,998

12,574,617

12,187,788

Core earnings per share

$

0.72

$

0.78

$

0.75

$

0.72

$

0.46

$

2.96

$

2.75

Core Return on Average Assets:

Core net income

$

9,913

$

9,467

$

9,096

$

8,697

$

5,709

$

37,173

$

33,501

Average assets

2,249,282

2,170,869

2,248,134

2,289,582

2,255,565

2,239,468

2,217,423

Core return on average assets

1.76

%

1.74

%

1.62

%

1.52

%

1.01

%

1.66

%

1.51

%

Core Return on Average Common Tangible Equity:

Average tangible common equity

$

248,017

$

227,493

$

215,886

$

207,630

$

203,464

$

224,757

$

190,424

Core net income

9,913

9,467

9,096

8,697

5,709

37,173

33,501

Core return on average tangible common equity

15.99

%

16.65

%

16.85

%

16.75

%

11.22

%

16.54

%

17.59

%

Core Efficiency Ratio:

Add: net interest income

$

20,810

$

20,222

$

20,059

$

19,340

$

19,767

$

80,431

$

77,584

Add: non interest income

2,666

2,626

2,194

2,443

3,000

9,929

10,878

Operating revenue

$

23,476

$

22,848

$

22,253

$

21,783

$

22,767

$

90,360

88,462

Total noninterest expenses

10,621

10,552

10,725

10,581

13,916

42,479

46,061

Less: merger expenses from AB&T acquisition

-

-

302

7

131

309

2,788

Core noninterest expenses

10,621

10,552

10,423

10,574

13,785

42,170

43,273

Core efficiency ratio

45.24

%

46.18

%

46.84

%

48.54

%

60.55

%

46.67

%

48.92

%

Contacts

Philip J. Metheny
Sr. Executive Vice President, Chief Financial Officer
Commercial Bancgroup, Inc.
ir@cbtn.com
423-869-5151 Ext. 3307

Roger Mobley
Executive Vice President, Chief Financial Officer
Commercial Bank
ir@cbtn.com
704-648-0185 Ext. 4118

Forward-Looking Statements

This press release contains statements that constitute "forward-looking statements" within the meaning of the U.S. federal securities laws. The statements in this press release that are not purely historical facts 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 variations or comparable terminology and expressions. You should not place undue reliance on these forward-looking statements as actual future results may differ materially from those expressed or implied by any forward-looking statement. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those expressed in any forward-looking statements, including but not limited to: (1) business and economic conditions nationally, regionally and in our target markets, particularly in Kentucky, North Carolina and Tennessee and the particular geographic areas in which we operate; (2) the level of, or changes in the level of, interest rates and inflation, including the effects thereof on our earnings and financial condition and the market value of our investment securities and loan portfolios; (3) the concentration of our loan portfolio in real estate loans and changes in the prices, values and sales volumes of commercial and residential real estate; (4) the concentration of our business within our geographic areas of operation in Kentucky, North Carolina and Tennessee and neighboring markets; (5) credit and lending risks associated with our commercial real estate, commercial, and construction and land development loan portfolios; (6) risks associated with our focus on lending to small and medium-sized businesses; (7) our ability to maintain important deposit customer relationships, maintain our reputation or otherwise avoid liquidity risks; (8) changes in demand for our products and services; (9) the failure of assumptions and estimates underlying the establishment of allowances for possible credit losses and other asset impairments, losses, valuations of assets and liabilities and other estimates; (10) the sufficiency of our capital, including sources of such capital and the extent to which capital may be used or required; (11) our inability to secure a "satisfactory" rating under the Community Reinvestment Act; (12) the risk that our cost of funding could increase in the event we are unable to continue to attract stable, low-cost deposits and reduce our cost of deposits; (13) our inability to raise necessary capital to fund our growth strategy and operations or to meet increased required minimum regulatory capital levels; (14) our ability to execute and prudently manage our growth and execute our business strategy, including expansionary activities; (15) the composition of and changes in our management team and our ability to attract, incentivize and retain key personnel; (16) the effects of competition from a wide variety of local, regional, national and other providers of financial, investment, trust and other wealth management services and insurance services, including the disruptive effects of financial technology and other competitors who are not subject to the same regulations as the Company and the Bank; (17) the deterioration of our asset quality or the value of collateral securing loans; (18) changes in accounting standards; (19) the effectiveness of our risk management framework, including internal controls; (20) severe weather, natural disasters, pandemics, epidemics, acts of war, terrorism, or other external events, such as the transition risk associated with climate change, and other matters beyond our control; (21) changes in technology or products that may be more difficult, costly, or less effective than anticipated; (22) the risks of acquisitions and other expansionary activities, including without limitation our ability to identify and consummate transactions with potential future acquisition candidates, the time and costs associated with pursuing such transactions, our ability to successfully integrate operations as part of such transactions and our ability, and possible failures, to achieve expected gains, revenue growth, expense savings and/or other synergies from such transactions; (23) our ability to maintain our historical rate of growth; (24) failure to keep pace with technological change or difficulties when implementing new technologies; (25) systems failures or interruptions involving our risk management framework, our information technology and telecommunications systems or fourth-party service providers; (26) our ability to identify and address unauthorized data access, cyber-crime and other threats to data security and customer privacy; (27) our compliance with governmental and regulatory requirements, including the Bank Holding Company Act of 1956, as amended, and other laws relating to banking, consumer protection, securities and tax matters, and our ability to maintain licenses required in connection with mortgage origination, sale and servicing operations; (28) compliance with the Bank Secrecy Act of 1970, Office of Foreign Assets Control rules and anti-money laundering laws and regulations; (29) governmental monetary and fiscal policies; (30) changes in laws, rules, or regulations, or interpretations thereof, or policies relating to financial institutions or accounting, tax, trade, monetary or fiscal matters; (31) our ability to receive dividends from the Bank and satisfy our obligations as they become due; (32) the institution and outcome of litigation and other legal proceedings against us or to which we become subject; (33) the limited experience of our management team in managing and operating a public company; (34) the incremental costs of operating as a public company; (35) our ability to meet our obligations as a public company, including our obligations under Section 404 of the Sarbanes-Oxley Act of 2002; and (36) other risks and factors described under the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Registration Statement on Form S-1/A (Registration No. 333-289862) filed with the U.S. Securities and Exchange Commission on September 22, 2025. Commercial undertakes no obligation to update these forward-looking statements, as a result of changes in assumptions, new information, or otherwise, after the date of this press release, except as required by law.

SOURCE: Commercial Bancgroup, Inc.



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