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1. A regional version of U.S. Bancorp, focused on community banking.

2. Like a PNC Financial Services, but operating on a more localized, community-focused scale.

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Major Products and Services of Commercial Bancgroup (CBK)

• Deposit Accounts: Offers various checking, savings, money market, and certificate of deposit accounts for individuals and businesses to manage their funds.
• Commercial & Industrial Loans: Provides financing to businesses for working capital, equipment purchases, expansion, and other operational needs.
• Real Estate Loans: Originates loans for commercial properties, including owner-occupied, investor, construction, and multi-family, as well as 1-4 family residential properties.
• SBA Loans: Facilitates government-guaranteed loans to support the financing needs of small businesses.
• Treasury Management Services: Delivers solutions to businesses for optimizing cash flow, managing payments, and streamlining financial operations.
• Online Banking: Provides digital platforms for customers to securely access and manage their accounts, conduct transactions, and utilize banking services remotely.

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Terry L. Lee, President, Chief Executive Officer, and Director

Terry L. Lee has served as the President of Commercial Bancgroup since May 2004, and as President and Chief Executive Officer of both the company and Commercial Bank since March 2025. He joined the Bank in 1989 as a bookkeeper and advanced through various roles, including Vice President of Marketing, Vice President and Loan Officer, Senior Vice President and Senior Lending Officer, and President of the Bank in January 1995. Mr. Lee is the owner and director of Mound Technologies, Inc.. He also holds active positions as Chairman, President & Chief Executive Officer of Heartland, Inc. (since 2012), President & Chief Executive Officer of Lee Oil Co., Inc., Cumberland Ford Motors, Inc., Lee's Food Mart LLC, L & M Ventures, Inc., Berea Ford Motors, Inc., Green Hill Properties, Inc., and Madison County Ford Inc.. He was co-owner, Chairman and Chief Executive Officer of Bell Sports from 1989 to 1999. Mr. Lee previously served as Chairman of the Board of Directors of Alliance from 2019 to 2024 and Millennium Bank from 2019 to 2023. He was a Senior Operating Partner at JH Partners, a consumer-focused private equity firm. He sold Terry Lee Hyundai & Genesis of Noblesville to Penske Automotive Group in 2022 and also sold Terry Lee Chevrolet in Cincinnati, Ohio, in 2008.

Philip J. Metheny, Executive Vice President, Chief Financial Officer

Philip J. Metheny serves as the Executive Vice President and Chief Financial Officer of Commercial Bancgroup and Commercial Bank. He joined Commercial Bank in 2012, holding various positions including EVP and Chief Auditor (2012-2017), EVP and Chief Risk Officer (2017-2018), and EVP, Chief Risk Officer, and Chief Financial Officer (2018-2020) before assuming his current role. Prior to his tenure at Commercial Bank, Mr. Metheny gained extensive experience in the banking and auditing industries, working at Huntington National Bank, BancOhio, Touche Ross, National City Bank (where he was AVP and IT Audit Manager, and later SVP and Assistant General Auditor), and PNC (SVP and Audit Director). He holds a Bachelor of Business Administration (BBA) in Accounting from Ohio University and a Master of Business Administration (MBA) from Baldwin Wallace University. He is also a Certified Financial Services Auditor (CFSA), Certified Information Systems Auditor (CISA), Certified Information Technology Professional (CITP), and Certified Public Accountant (CPA).

J. Adam Robertson, Executive Chairperson

J. Adam Robertson has served as the Executive Chairperson of the Board of Commercial Bancgroup since March 2025 and as a Board member since November 2022. He previously held the position of Chief Executive Officer of the Company from November 2022 to March 2025 and was President of Commercial Bank from 2011 to 2025. Mr. Robertson joined the Bank in August 1997 and has held various positions with increasing responsibilities. In addition to his roles at the company and the bank, he is a small business owner and developer.

Richard C. Sprinkle, Jr., Executive Vice President, Chief Credit Officer

Richard C. Sprinkle, Jr. is the Executive Vice President and Chief Credit Officer of Commercial Bank, a position he has held since April 2010. He joined the Bank in 2008 as Executive Vice President and Regional Executive in the Eastern Region. Mr. Sprinkle brings approximately 30 years of experience in the banking industry, including prior employment with First Tennessee National Bank, where he completed a three-year Commercial Lending Officer/Relationship Manager training and apprenticeship program.

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1. Concentration Risk in Commercial Real Estate (CRE) Loans and Regional Exposure: Commercial Bancgroup faces significant concentration risks due to its substantial lending to the commercial real estate industry. Additionally, the company's loan portfolio is concentrated regionally within the tri-state area of Kentucky, Tennessee, and North Carolina. This means that adverse economic conditions or market downturns in the commercial real estate sector or in these specific geographic regions could have a disproportionately negative impact on the bank's financial performance and asset quality.
2. Intense Competition and Economic/Market Volatility: The banking and lending services market in which Commercial Bancgroup operates, particularly in the mid-Atlantic region, is subject to strong competition. This competitive landscape can limit growth prospects and put pressure on profitability. Furthermore, the company's outlook is susceptible to financial market volatility and general economic uncertainty, which can affect lending volumes, asset valuations, and overall business conditions.
3. "Smaller Reporting Company" and "Emerging Growth Company" Status: Commercial Bancgroup's classification as a "smaller reporting company" and an "emerging growth company" under SEC regulations carries a risk, primarily for shareholders. This status may allow management to provide less information to shareholders compared to larger, more established public companies, potentially impacting investor transparency and decision-making.

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The increasing market penetration and service offerings of digital-first challenger banks and fintech companies pose a clear threat by attracting customers with superior online experiences, often lower fees, and faster services for deposits, loans, and payments. Concurrently, the expansion of major technology companies (e.g., Apple, Google, Amazon) into financial services leveraging their vast user bases and data presents a significant emerging threat by disintermediating traditional banks from customer relationships and offering competitive financial products.

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The addressable markets for Commercial Bancgroup's (CBK) main products and services, which include various deposit products, real estate, commercial, and consumer loans, are primarily within the U.S. and specifically the Southeast region, encompassing Kentucky, North Carolina, and Tennessee.

For Commercial Real Estate (CRE) Lending, a key offering of Commercial Bancgroup, the total U.S. CRE mortgage market backed by income-producing properties was valued at $4.5 trillion, with an additional $470 billion in construction loans. In 2024, the total commercial real estate mortgage borrowing and lending in the U.S. reached an estimated $498 billion, representing a 16% increase from the previous year. Furthermore, $957 billion of the $4.8 trillion in outstanding commercial mortgages held by lenders and investors are projected to mature in 2025. Regional and community banks collectively hold 31.5% of all CRE mortgages. The broader U.S. Real Estate Loan Market, which encompasses residential, commercial, and industrial property developments, was valued at $3.5 trillion in 2024.

For the broader Community Banking Market, which aligns with Commercial Bancgroup's comprehensive banking and financial services, the U.S. market reached a valuation of $6.35 billion in 2024 and is projected to grow at a Compound Annual Growth Rate (CAGR) of 3.8%. The North American community banking market, which includes the U.S., held a dominant share of the global market in 2024, generating $6.68 billion in revenue. Globally, the community banking market size is forecast to increase by $253 billion with a CAGR of 5.8% between 2024 and 2029.

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Here are 3-5 expected drivers of future revenue growth for Commercial Bancgroup (CBK) over the next 2-3 years:

1. Loan Growth: Commercial Bancgroup anticipates strong loan closing volume for the fourth quarter of 2025, which is expected to contribute to moderate growth for the full fiscal year. The company's loan portfolio activity remains robust, allowing it to keep pace with loan payoffs.
2. Stable Net Interest Margin (NIM): Management expects the net interest margin to hold above 4% and remain stable, even with potential future Federal Reserve rate cuts. This stability provides a solid foundation for interest income, a primary revenue source for banks.
3. Expansion of Customer Base: Commercial Bancgroup actively seeks new deposit customers and aims to expand its loan portfolio by targeting small and medium-sized businesses within its operational areas across Kentucky, North Carolina, and Tennessee.
4. Strategic Use of IPO Proceeds: The company completed an Initial Public Offering (IPO) in late 2025, raising approximately $30.6 million in net proceeds. While initially intended for debt repayment, any remaining funds are allocated for general corporate purposes, providing capital that can support future growth initiatives and potentially new products or services.

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Share Issuance

• Commercial Bancgroup completed its Initial Public Offering (IPO) on October 3, 2025, listing its common stock on the Nasdaq Capital Market under the ticker symbol "CBK".
• The company sold 1,458,334 shares of common stock at $24.00 per share as part of its IPO, generating approximately $30.6 million in net proceeds.
• These IPO proceeds are intended to repay certain company indebtedness, redeem outstanding subordinated debentures and related trust preferred securities, and for general corporate purposes.

Outbound Investments

• On February 1, 2020, Commercial Bancgroup acquired First National Bank and Trust, including its four branches in London and Corbin, Kentucky, which caused total assets to exceed $1.5 billion.
• The company acquired a majority ownership interest in AB&T Financial Corporation, located in Gastonia, North Carolina, on June 1, 2023.
• Commercial Bancgroup completed the acquisition of the remaining minority ownership interests in AB&T on June 30, 2024, followed by the merger of AB&T's subsidiary, Alliance, with Commercial Bank on July 1, 2024.

Capital Expenditures

• For the 12 months ending November 7, 2025, Commercial Bancgroup reported capital expenditures of -$1.05 million.