As filed with the U.S. Securities and Exchange Commission on August 26, 2025.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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Commercial Bancgroup, Inc.

(Exact name of registrant as specified in its charter)

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Tennessee		6022		62-1039469
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

6710 Cumberland Gap Parkway
Harrogate, Tennessee 37752
(423) 869-5151
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Terry L. Lee
President and Chief Executive Officer
Commercial Bancgroup, Inc.
6710 Cumberland Gap Parkway
Harrogate, Tennessee 37752
(423) 869-5151
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

Adam G. Smith

David A. Bartz

K&L Gates LLP

501 Commerce Street, Suite 1500

Nashville, Tennessee 37203

(615) 780-6700

James J. Barresi
Jennifer A. Val
Squire Patton Boggs (US) LLP
1120 Avenue of the Americas, 13th Floor
New York, New York 10036
(212) 872-9800

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement will become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling shareholders may sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor is it soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated August 26, 2025

PRELIMINARY PROSPECTUS

Common Stock

This is the initial public offering (this “offering”) of shares of common stock, $0.01 par value per share (our “common stock”), of Commercial Bancgroup, Inc., a Tennessee corporation and the bank holding company for Commercial Bank, a Tennessee state-chartered commercial bank.

We are offering shares of our common stock in this offering. The selling shareholders identified in this prospectus are offering an additional shares of common stock in this offering. We and the selling shareholders will be selling the shares of our common stock at the same fixed price. We will not receive any of the proceeds from the sale of the shares being sold by the selling shareholders in this offering.

Prior to this offering, there has been no established public trading market for our common stock. We have applied to list our common stock on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CBK.” We currently estimate that the initial public offering price per share of our common stock will be between $ and $ per share. We believe that upon the completion of this offering, we will meet the standards for listing on Nasdaq, and the completion of this offering is contingent upon such listing.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities law and, as such, may elect to comply with certain reduced public company reporting requirements after the completion of this offering. See “Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our common stock involves risks. See “Risk Factors,” beginning on page 23, for a discussion of certain risks that you should consider before investing in our common stock.

None of the U.S. Securities and Exchange Commission (the “SEC”), any state securities commission, the Federal Deposit Insurance Corporation (the “FDIC”), the Board of Governors of the Federal Reserve System nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

These securities are not deposits, savings accounts or other obligations of any bank or savings association and are not insured or guaranteed by the FDIC or any other governmental agency and are subject to investment risks, including the possible loss of the entire amount you invest.

	Per Share	Total
Initial public offering price	$	$
Underwriting discount(1)	$	$
Proceeds to us before expenses	$	$
Proceeds to the selling shareholders before expenses	$	$

____________

(1) See “Underwriting” for additional information regarding the underwriting discounts and commissions and certain expenses payable to the underwriter by us.

At our request, the underwriter has reserved up to % of the shares of common stock offered by this prospectus for sale at the initial public offering price through a directed share program to directors, executive officers and employees of the Company and the Bank and other designated persons. See “Underwriting — Directed Share Program.”

This is a firm commitment underwritten offering. The underwriter has the option to purchase up to an additional shares from the selling shareholders to cover over-allotments, if any, at the initial public offering price less the underwriting discount within 30 days of the date of this prospectus.

The underwriter expects to deliver the shares of our common stock to purchasers on or about , 2025 through the book-entry facilities of The Depository Trust Company.

Sole Book-Running Manager

Hovde Group, LLC

The date of this prospectus is , 2025

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TABLE OF CONTENTS

		Page
PROSPECTUS SUMMARY		1
Selected Historical Consolidated Financial Data and Other Information		17
Non-GAAP Financial Measures		20
RISK FACTORS		23
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		54
USE OF PROCEEDS		57
DIVIDEND POLICY		58
CAPITALIZATION		59
DILUTION		60
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		62
BUSINESS		103
MANAGEMENT		118
EXECUTIVE AND DIRECTOR COMPENSATION		125
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		132
PRINCIPAL AND SELLING SHAREHOLDERS		135
DESCRIPTION OF CAPITAL STOCK		138
SUPERVISION AND REGULATION		144
SHARES ELIGIBLE FOR FUTURE SALE		157
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS		159
UNDERWRITING		163
LEGAL MATTERS		167
EXPERTS		167
WHERE YOU CAN FIND MORE INFORMATION		167
INDEX TO THE FINANCIAL STATEMENTS		F-1

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ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus. Neither we, the selling shareholders nor the underwriter has authorized anyone to provide you with information different from that contained in this prospectus. If anyone provides you with additional, different or inconsistent information, you should not rely on it. Neither we, the selling shareholders nor the underwriter takes responsibility for, or can provide any assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of our common stock offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. Neither we, the selling shareholders nor the underwriter is making an offer of shares of our common stock in any state, country or other jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any free writing prospectus that we provide to you is accurate as of any date other than the date of the applicable document regardless of its time of delivery or the time of any sales of our common stock. Our business, financial condition, results of operations and cash flows may have changed since the date of the applicable document.

Unless otherwise indicated, this prospectus describes the specific details regarding this offering, the terms and conditions of our common stock being offered hereby and the risks of investing in our common stock. For additional information, please see the section titled “Where You Can Find More Information.”

You should not interpret the contents of this prospectus or any free writing prospectus that we authorize to be delivered to you to be legal, business, financial or tax advice. You should consult with your own advisors for that type of advice and consult with them about the legal, business, financial, tax and other issues that you should consider before investing in our common stock.

For Investors Outside the United States: Neither we, the selling shareholders, nor the underwriter has done anything that would permit this offering or the possession or distribution of this prospectus or any free writing prospectus in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside the United States.

Basis of Presentation

In this prospectus, “we,” “our,” “us,” “Commercial,” or the “Company” refers to Commercial Bancgroup, Inc., a Tennessee corporation, and its consolidated subsidiaries, including Commercial Bank, a Tennessee banking corporation, unless the context indicates that we refer only to the parent company, Commercial Bancgroup, Inc. In this prospectus, “Bank” or “Commercial Bank” refers to Commercial Bank, our wholly owned bank subsidiary.

Certain monetary amounts, percentages and other figures included elsewhere in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Recapitalization

As of the date of this prospectus, we have three classes of common stock outstanding: our common stock, our Class B common stock, $10.00 par value per share (“Class B Common Stock”), and our Class C common stock, $10.00 par value per share (“Class C Common Stock”).

An amended and restated charter for the Company (the “A&R Charter”) was approved by our board of directors (the “Board”) on August 25, 2025 and by our shareholders on [•]. The A&R Charter provides for, among other things:

• effective upon the effectiveness of the A&R Charter, the automatic 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 of the outstanding shares of our common stock (the “Stock Split”).

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The A&R Charter will be filed prior to the completion of this offering, at which time the Stock Reclassification will be effective, immediately followed by the effectiveness of the Stock Split.

The audited consolidated financial statements and related notes to those statements included elsewhere in this prospectus have been adjusted for the Stock Reclassification or the Stock Split. Unless otherwise indicated, all other share and per share data in this prospectus have been retroactively adjusted, where applicable, to reflect the Stock Reclassification and the Stock Split as if they had occurred at the beginning of the earliest period presented.

Industry and Market Data

This prospectus includes industry and market data, forecasts and information that we have prepared based, in part, upon data, forecasts and information that we obtained from regulatory sources, periodic industry publications, third-party studies and surveys, as well as filings of public companies in our industry, internal company surveys and other independent information publicly available to us. These sources include government and industry sources. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. Although we believe information regarding the industry and market data to be reliable and are not aware of any inaccuracies as of the date of this prospectus, we have not independently verified this information, and this information could prove to be inaccurate or incomplete. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties, including possible future corrections and updates. In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein. Some data is also based on our good faith estimates, which are derived from management’s knowledge of the industry and independent sources. We believe our internal estimates are reliable; however, they involve risks and uncertainties that are subject to change based on various factors. Forward-looking information obtained from these sources is subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements in this prospectus. See “Risk Factors.”

Trademarks

Our and our Bank’s logos and other trademarks referred to and included in this prospectus belong to us. Solely for convenience, we refer to our trademarks in this prospectus without the “®,” “SM” or “TM” symbols, but such references are not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights to our trademarks. Other service marks, trademarks and trade names referred to in this prospectus, if any, are the property of their respective owners, although for presentation convenience we may not use the “®,” “SM” or “TM” symbols to identify such trademarks.

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

We are an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to: (i) presenting only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure in this prospectus; (ii) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”); (iii) having reduced disclosure obligations regarding executive compensation; (iv) being exempt from the requirements to hold a non-binding advisory vote on executive compensation or to seek shareholder approval of any golden parachute payments not previously approved; and (v) not being required to adopt certain accounting standards applicable to public companies until those standards would otherwise apply to private companies.

iii

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Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we are not required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. This may make our financial statements not comparable with those of another public company which is not an emerging growth company or which is an emerging growth company that has opted out of using the extended transition period because of the potential differences in accounting standards used. We cannot predict if investors will find our common stock less attractive as a result of our election to rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We will remain an “emerging growth company” until the earliest to occur of: (i) the last day of our fiscal year following the fifth anniversary of this offering; (ii) the last day of our fiscal year in which our annual gross revenues are $1.235 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have taken advantage of reduced disclosure regarding executive compensation arrangements and the presentation of certain historical financial information in this prospectus, and we may choose to take advantage of some but not all of these reduced disclosure obligations in future filings. If we do, the information that we provide to our shareholders may be different from what you might get from other public companies in which you hold stock.

We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

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PROSPECTUS SUMMARY

This summary highlights selected information contained in this prospectus. This summary does not contain all of the information that you should consider before investing in our common stock. You should read this entire prospectus carefully, including the “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections, and our historical financial statements and the accompanying notes included in this prospectus, before deciding to invest in our common stock.

Company Overview and History of Growth

We are a bank holding company headquartered in Harrogate, Tennessee, and have elected under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), to become a financial holding company. We were incorporated in Tennessee in 1975, and we operate primarily through our wholly owned bank subsidiary, Commercial Bank, a Tennessee banking corporation organized in 1976. The Bank is a full-service community banking institution that offers traditional consumer and commercial products and services to serve businesses and individuals in select markets in Kentucky, North Carolina, and Tennessee.

Our primary service areas in Tennessee are (i) the metropolitan statistical areas (the “MSAs”) of (a) Nashville-Davidson — Murfreesboro — Franklin, Tennessee (the “Nashville MSA”), (b) Knoxville, Tennessee (the “Knoxville MSA”), and (c) Kingsport-Bristol, Tennessee-Virginia and Johnson City, Tennessee (collectively, the “Tri-Cities MSA”), and (ii) Claiborne County, Cocke County, Union County, and Hamblen County, and their surrounding areas. In Kentucky, we primarily serve the communities in Southeast Kentucky, with branches in Barbourville, Corbin, Cumberland, Harlan, London, Middlesboro, and Pineville. Upon the Bank’s merger with Alliance Bank & Trust Company (“Alliance”) on July 1, 2024, we expanded our services to North Carolina, including parts of the Charlotte-Concord-Gastonia, North Carolina-South Carolina MSA (the “Charlotte MSA”), with branches in Shelby, Kings Mountain, Lincolnton and Gastonia. We also operate one loan production office (“LPO”) in Lincolnton, North Carolina.

The Bank was founded as Commercial Bank of Claiborne County, a full-service Tennessee-chartered bank, by E. Oscar Robertson on June 9, 1976. On November 1, 1976, the Bank opened for business in Harrogate, Tennessee. Approximately three years later, on January 8, 1979, we opened our first branch in Speedwell, Tennessee.

In the following years, our growth has been driven primarily by organic expansion in existing markets and into new markets and through our strategic acquisitions. Over the last five years, we have had a total asset compound annual growth rate (“CAGR”) of 8% while maintaining profitability, credit quality and prudent capital management. Please refer to the “Total Assets” chart below on page 2 of this prospectus for the annual growth in our total assets for each of the fiscal years ended December 31, 2020 through 2024 and for the six months ended June 30, 2025. The following information summarizes our growth history:

• On April 23, 1986, we acquired Union County Bank’s three branch locations in Maynardville and Luttrell, Tennessee through an FDIC-assisted transaction.

• On November 16, 2001, we acquired Middlesboro Federal Bank (Middlesboro, Kentucky) with its four offices located in Middlesboro, Pineville, and Cumberland, Kentucky, and in the Fountain City community of Knoxville, Tennessee.

• On September 8, 2008, we acquired The Union National Bank and Trust Company of Barbourville (Barbourville, Kentucky) with its five branch locations in Barbourville and Corbin, Kentucky.

• By the end of 2008, our total assets had increased to over $700 million.

• On March 1, 2014, we opened an LPO in Nashville, Tennessee, and by December 31, 2014, we had over $18 million in outstanding loan balances in the Nashville MSA.

• On April 18, 2016, we acquired National Bank of Tennessee (Newport, Tennessee), which added two new branches to our network.

• On August 15, 2017, we announced the acquisition of Citizens Bank (New Tazewell, Tennessee) with its three branch locations in New Tazewell, Harrogate, and Morristown, Tennessee, and an LPO in Kingsport, Tennessee, which was merged into our current Kingsport, Tennessee office.

• On March 1, 2019, we transitioned our LPO in Nashville, Tennessee to a full-service branch in Brentwood, Tennessee (part of the Nashville MSA). As of March 31, 2019, we had over $110 million in outstanding loan balances in the Nashville MSA.

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• On February 1, 2020, we acquired First National Bank and Trust (London, Kentucky) with its four branches in London and Corbin, Kentucky resulting in our total assets exceeding $1.5 billion.

• On June 1, 2023, we acquired a majority ownership interest in AB&T Financial Corporation (“AB&T”) (Gastonia, North Carolina), the parent company of Alliance. On June 30, 2024, we acquired the remaining minority ownership interests in AB&T, and on July 1, 2024, Alliance merged with the Bank. The acquisition of Alliance added four branches and one LPO to our network and expanded our reach into North Carolina, including the Charlotte MSA.

• We expect to open a de novo branch office in Belmont, North Carolina during 2026, which will further increase our presence in the Charlotte MSA.

The following table shows our historical average assets and return on average assets (“ROAA”) for each of the fiscal years identified below and for the six months ended June 30, 2025:

Note: ROAA for the six months ended June 30, 2025 is presented on an annualized basis.

The following tables illustrate our balance sheet and income statement growth as of or for the years ended December 31, 2020 through 2024, and as of or for the six months ended June 30, 2025:

* Year-over-Year Growth Rate for 2Q25 reflects the rate of growth as compared to the six months ended June 30, 2024.

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* Year-over-Year Growth Rate for 2Q25 reflects the rate of growth as compared to the six months ended June 30, 2024.

Note: ROAA for 2Q25 is presented on an annualized basis.

* Pre-tax, pre-provision ROAA is a non-GAAP financial measure. Please see “Non-GAAP Financial Measures” for a definition of pre-tax, pre-provision ROAA and a reconciliation of pre-tax, pre-provision ROAA to its most directly comparable GAAP (as defined below) financial measure.

Note: Pre-Tax, Pre-Provision ROAA for 2Q25 is presented on an annualized basis.

As of June 30, 2025, we had total consolidated assets of $2.3 billion, loans, net of allowance for credit losses, of $1.8 billion, deposits of $1.9 billion and total shareholders’ equity of $235.3 million, and operated 34 banking offices, including our principal executive office, and one LPO.

Recent Developments

The following financial information should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes to those financial statements for prior periods, as well as “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this prospectus.

Selected Financial Highlights

• Total assets were $2.3 billion as of June 30, 2025, a decrease of $38.7 million, or 1.7%, from December 31, 2024.

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• Total loans were $1.8 billion as of June 30, 2025, a decrease of $15.2 million, or 0.9%, from December 31, 2024.

• As of June 30, 2025, the Bank exceeded the minimum requirements to be well-capitalized for bank regulatory purposes, with a total risk-based capital ratio of 14.6%, a Tier 1 risk-based capital ratio of 13.6%, a common equity Tier 1 capital ratio of 13.6%, and a Tier 1 leverage ratio of 11.2%.

• Total deposits were $1.9 billion as of June 30, 2025, a decrease of $87.3 million, or 4.5%, from December 31, 2024. This decrease was primarily driven by a $34.9 million reduction in time deposits to $541.6 million at June 30, 2025, from $576.5 million at December 31, 2024. Noninterest bearing demand deposits increased $20.4 million, or 5.1%, to $417.0 million as of June 30, 2025, from $396.6 million as of December 31, 2024.

• Asset quality improved slightly with nonperforming assets to total assets of 0.30% as of June 30, 2025, an increase of 0.04% from December 31, 2024. The allowance for credit losses to total loans remained flat at 1.00% for the same periods of time.

• Book value per share increased $1.04, or 5.7%, to $19.22 at June 30, 2025, from $18.18 at December 31, 2024. Tangible book value per share increased $1.10, or 6.4%, to $18.22 at June 30, 2025, from $17.12 at December 31, 2024. Tangible book value per share is a non-GAAP financial measure. Please see “Non-GAAP Financial Measures” for a definition of tangible book value per share and a reconciliation of tangible book value per share to its most directly comparable GAAP financial measure.

Results of Operations

• We had net income less non-controlling interest of $17.6 million for the six months ended June 30, 2025, an increase of $1.0 million, or 6.0%, from the six months ended June 30, 2024. The increase was primarily the result of an increase in net interest income after provision for credit losses offset by an increase in the provision for income taxes.

• We had net income before income taxes of $22.8 million for the six months ended June 30, 2025, an increase of $2.1 million, or 9.9%, from the six months ended June 30, 2024. The increase was primarily the result of an increase in net interest income after provision for credit losses.

• Net interest income was $39.4 million for the six months ended June 30, 2025, an increase of $0.6 million, or 1.7%, from the six months ended June 30, 2024. The increase was primarily attributable to increased loan volume and reduction in long-term debt interest expense.

• Noninterest income was $4.7 million for the six months ended June 30, 2025, a decrease of $0.4 million, or 8.0%, from the six months ended June 30, 2024. The decrease was primarily the result of decreases in customer service charges due to normal fluctuations in our letters of credit fees.

• Noninterest expense was $21.3 million for the six months ended June 30, 2025, a decrease of $0.3 million, or 1.5%, from the six months ended June 30, 2024. The decrease was primarily the result of efficiencies realized from the acquisition of AB&T.

Business Strategy

Our business strategy is to grow through both acquisitions and organically in our current markets and any new markets. We have been very successful with integrating our past acquisitions, consolidations and growth in new markets. We intend to execute our strategic plan through the following:

• Continuing Our Growth Strategy. We intend to continue providing superior customer service while also continuing to grow our market share of deposits and loans in the markets we currently serve. We will look for strategic acquisitions that can help fill market voids while supporting balance sheet needs as the Bank continues its growth. We intend to continue the development of professional staff and executives through internal development, acquisitions and strategic external hires to support our growth and business complexities, while still maintaining our culture of superior customer service and dedication to Bank growth and expansion. We have successfully grown our balance sheet with loan growth of 43.8% and deposit growth of 37.1% between December 31, 2020 and June 30, 2025. We believe that our teams of engaged, experienced employees will continue to be an important factor in

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cultivating relationships with current and potential customers and driving growth. In addition to our employee focus, we have made significant investments in technology and risk management systems, and we believe that we have developed an infrastructure that can support significant additional growth with minimal capital investment.

• Emphasizing Commercial Banking in Local Communities. We intend to continue operating as a community banking organization focused on meeting the specific needs of small and medium-sized businesses and individuals in our market areas. We will continue to provide a high degree of responsiveness and a wide variety of banking products and services to our customers. We are focused on being a dominant bank in the smaller markets we serve and a competitive player in our larger metropolitan markets. Our consistent corporate message is that the success of our communities and their businesses and individuals will drive the success of the Bank.

• Pursuing Growth Opportunities through Strategic Acquisitions and De Novo Expansion. We anticipate continuing to selectively pursue strategic acquisitions and new market expansions through de novo openings to supplement organic growth in our legacy markets. Our organic growth has been complemented by synergistic acquisitions and de novo expansion. We seek to expand our operations in attractive and adjacent markets with experienced banking teams that are a cultural fit and knowledgeable of our target customer base. We may also make acquisitions or open additional offices in our existing markets. We intend to focus on acquisitions that provide meaningful financial benefits, long-term organic growth opportunities and economies of scale without compromising asset quality to the overall organization.

• Funding Asset Growth through Core Deposits and Relationship Banking. We fund our loan growth primarily through low-cost core customer deposits. Our ratio of core deposits (total deposits less time deposits greater than or equal to $250,000 and brokered deposits) was 88.0% of total deposits as of June 30, 2025. Our loan to deposit ratio as of June 30, 2025 was 96.8%. The strength of our deposit franchise results from our development and maintenance of long-standing customer relationships. Our relationship managers and branch managers actively seek lending relationships with our existing depositors. We seek loan relationships with borrowers who have established cash flows and expertise in the projects financed by our loans. Most of our customers with large lending relationships ($2 million or more) with the Bank also have deposits with the Bank. Additionally, we attract deposits from our commercial customers by providing them with personal service, a broad suite of commercial banking and treasury management products and convenient services such as remote deposit capture and commercial internet banking.

The below chart demonstrates the growth in our commercial customer relationships for each of the fiscal years ended December 31, 2020 through 2024 and for the six months ended June 30, 2025:

Deposits by Customer Segment ($M)

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• Leveraging Technology to Enhance the Customer Experience and Improve Productivity. We provide customer convenience through the use of technology and our mobile banking applications, along with our strategically placed banking locations. Since our founding, we have made significant investments in technology to offer online and mobile banking products that we believe are comparable to those offered by many similar-sized competitors and those of the nation’s largest banks. We utilize Jack Henry & Associates, Inc. as a core processing service provider, whom we believe can support our growth plan. We also leverage technology solutions to manage cybersecurity risks and data privacy. In addition to customer-facing technology, significant investments have been made in the technology and software utilized by our employees. This technology and software enable our employees to be more productive by enhancing workflow and internal and external management reporting, removing unnecessary steps and reducing manual errors.

Competitive Strengths

We believe that the following strengths will help us execute our business strategy:

• Experienced and Invested Leadership Coupled with a Distinct, Efficient, and Streamlined Customer-Focused Corporate Culture. Our Board has decades of combined business experience from a variety of backgrounds. Our directors actively participate in and support community activities, which we believe significantly benefits our business development efforts. Our executive leadership team is comprised of established industry veterans with a track record of profitable growth, operating efficiencies and strong risk management. In addition to our executive leadership team, we believe that we are supported by a deep and talented bench of market leaders, many of whom have been with us for much of our existence.

• Terry L. Lee — President, Chief Executive Officer, and Director. Terry L. Lee has 35 years of experience in the banking industry, all of which have been with the Bank. He has served as a member of our executive management team in various capacities since 1995 and has provided steady leadership to the Company and the Bank throughout this time.

• J. Adam Robertson — Executive Chairperson of the Board. J. Adam Robertson has 24 years of experience in the banking industry, all of which have been with the Bank. He is primarily responsible for leading the Board and its strategic direction, and he also oversees our investor relations and marketing functions.

• Philip J. Metheny — Executive Vice President, Chief Financial Officer. Philip J. Metheny has over 40 years of experience in the banking industry and joined the Bank in 2012. He is primarily responsible for overseeing our financial and accounting operations.

• Richard C. Sprinkle, Jr. — Executive Vice President, Chief Credit Officer. Richard C. Sprinkle, Jr. has approximately 30 years of experience in the banking industry and joined the Bank in 2008. He is primarily responsible for overseeing the lending activities of the Bank.

Our corporate culture is customer-focused and disciplined, and we aim to provide highly personalized and efficient products and services that our customers find favorable in comparison to our peers. We focus on our customers and treat them like friends and family. We build trusted relationships because we act with integrity. We believe we deliver real value-add through our collaborative, high performance culture, and we strive to empower every employee to make decisions benefiting our customers.

• History of Successful Acquisitions and Integration. We have pursued a strategy of disciplined organic and acquisitive growth. Since 2008, we have successfully completed five whole-bank acquisitions. Our management team has demonstrated success in identifying and integrating strategic acquisition targets that have either added density to our footprint or expanded our presence into attractive markets, to ultimately build long-term shareholder value. Following each transaction, we retained the majority of the acquired deposit and desired lending relationships, which we believe reflects the strength of our relationship-based community banking focus and the quality of our established integration processes. When negotiating a transaction, we are disciplined on price and structure in order to manage the initial tangible book value dilution and earn-back period. We believe our approach to acquisitions and our ability to offer a publicly traded stock as consideration in connection with future acquisitions after the completion of this offering will position us well to become an acquirer of choice for other institutions in our target markets.

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• Diversified Loan Portfolio. We have an attractive, commercially focused loan portfolio, with the portfolio consisting of 24% owner-occupied commercial real estate (“CRE”) loans, 20% non-owner occupied CRE loans, 11% construction and land development (“C&D”) loans, and 9% commercial loans at June 30, 2025. Our loan portfolio primarily consists of non-farm, non-residential real estate loans, which include owner-occupied, non-owner occupied, multi-family, C&D, and one-to-four-family residential loans. We have grown loans at a CAGR of 8% since 2020. Please refer to the “Total Net Loans” chart above on page 2 of this prospectus for the annual growth in our total net loans for each of the fiscal years ended December 31, 2020 through 2024 and for the six months ended June 30, 2025. Our loans are typically in market, except where we follow a local loan customer out of market. We typically only extend loans related to self-storage or multi-family projects if there are mitigating circumstances such as strong, liquid guarantors as a secondary source of repayment. We do not extend loans related to non-owner-occupied office space. We believe that our knowledgeable and prudent approach to commercial lending contributes to our relatively low loan losses caused by defaults.

The following table demonstrates the diversification of our commercial and owner-occupied CRE loan portfolios by industry as of June 30, 2025 (dollars in thousands):

Industry	Commercial		CRE-Owner- Occupied		Total		% of Total
Real estate rental and leasing	$	13,032	$	64,776	$	77,808	13	%
Manufacturing		20,105		8,102		28,207	5	%
Finance and insurance		45,619		7,538		53,157	9	%
Other services (except public administration)		4,736		19,479		24,215	4	%
Retail trade		1,909		27,256		29,165	5	%
Health care and social assistance		20,605		18,485		39,090	7	%
Wholesale trade		3,637		6,331		9,968	2	%
Construction		11,601		13,545		25,146	4	%
Professional, scientific and technical services		3,718		6,151		9,870	2	%
Accommodation and food services		4,133		243,342		247,475	41	%
Arts, entertainment and recreation		63		1,927		1,990	0	%
Other		36,532		16,274		52,805	9	%
Total	$	165,690	$	433,207	$	598,897	100	%

• Core Deposit Base. We have built a strong core deposit base by providing quality products and services to customers in our market areas. We offer retail deposit services through our existing branch network, as well as mobile and online banking services. Core deposits totaled $1.6 billion, or 88.0% of total deposits, and noninterest-bearing deposits totaled $417.0 million, or 22.5% of total deposits, as of June 30, 2025. Our commercial lending has led to strong core deposit growth with a 9% CAGR since 2020. Please refer to the “Core Deposits” chart below on page 8 of this prospectus for the annual growth in our core deposits for each of the fiscal years ended December 31, 2020 through 2024 and for the six months ended June 30, 2025.

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* Y/Y Growth for 2Q25 reflects growth as compared to the six months ended June 30, 2024.

* Core deposits is a non-GAAP financial measure. Please see “Non-GAAP Financial Measures” for a definition of core deposits and a reconciliation of core deposits to its most directly comparable GAAP financial measure.

(1) Year-over-Year Growth Rate for 2Q25 reflects the rate of growth as compared to the six months ended June 30, 2024.

• Prudent Credit Risk Management. We believe that we have a culture of well-developed risk management procedures at all levels of our organization. The loans in our loan portfolio primarily originate from borrowers within our footprint and are subject to a rigorous credit evaluation process that seeks to balance responsiveness with prudent underwriting and pricing practices. A centralized credit underwriting group underwrites all credit exposures, ensuring consistent application of credit standards. We have established processes to monitor our loan portfolio on a regular basis. Our management team and Board have established concentration limits by loan type, industry, and related borrowers, which are regularly reviewed in light of current conditions in our targeted market areas to mitigate developing risk areas within our loan portfolio and to ensure that the asset quality of our loan portfolio remains strong. Our commercial, CRE and consumer loans as a percentage of total loans at June 30, 2025 were 9.9%, 56.4% and 20.9%, respectively. When credit issues arise, our management team takes an active approach in handling the problem. We monitor our loan loss reserve and seek to maintain an adequate reserve for future losses.

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• Ability to Recruit and Retain Talented People. We believe the success of our business model is due to our ability to attract and retain talented bankers in each of our markets. Each of our six major geographic markets is headed by a regional bank president that has the authority, working in tandem with the Bank’s Central Loan Processing and Commercial Lender Support departments, to approve loans for his or her region up to a certain elevated level above commercial and consumer lenders (which loan approval limits, as well as loan policy exceptions, are monitored and enforced using the Bank’s Credit Leader credit management system), hire his or her own employees consistent with the Bank’s human resources (“HR”) policies, terminate poor preforming employees consistent with the Bank’s HR policies, influence product development, coordinate marketing efforts and be the lead executive over decision making in his or her market. This high level of responsibility and market status allows the Bank to attract and retain talented individuals in each of our markets. Regional bank presidents report directly to the President and Chief Executive Officer of the Bank, providing management oversight of the regional bank presidents and allowing a clear line of communication in decision making and keeping each market focused on both its individual goals and the overall goals of the Bank. With decisions related to talent and personnel being made on a market basis, we are able to identify key people in each market to employ and empower them to serve the Bank’s growth in each market. We also focus on training and developing each employee to enable upward mobility within our organization as new job opportunities become available. We believe promoting employees from within is critical for core culture and motivating employees to develop, grow and stay with the Bank long term. Our mission of creating positive experiences for every customer, every day and our core values centered around knowledge, exceeding expectations, responsiveness, teamwork, reliability, and friendliness make us attractive for talented bankers and associates across our geographic footprint.

• Scalable, Decentralized Operating Model. We operate each of our markets as individual markets, with an experienced market leader in charge of each market. Each of our market leaders and bankers is empowered to make local decisions up to specified limits set by our executive management based on experience and track record. We believe that the delivery by our bankers of in-market customer decisions, coupled with strong, centralized risk and credit support, allows us to best serve our customers. This operating model has been successful in our existing markets, and we believe it is highly replicable and scalable. This model can support our growth in existing and new markets either organically or through opportunistic acquisitions.

• Shareholder Focus. We started the Bank with a strategic plan to provide consistent, long-term growth and returns to our shareholders. Our tangible book value per share increased 87.8% from December 31, 2020 to June 30, 2025, during which period we also increased dividends and generated strong returns on capital. We believe that our experienced leadership team, commitment to organic and acquisitive growth, and prudent risk management will allow us to consistently build value for our shareholders.

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Our Markets

As of June 30, 2025, we provided banking services from 34 banking offices in Kentucky, North Carolina, and Tennessee and one LPO in North Carolina. Our markets are a mix of higher-growth areas and stable markets with strong core deposits. We have a top five deposit market share in seven counties of operation and have outperformed as to deposit growth in the majority of our markets. We find strength in the stability of our rural markets coupled with higher growth potential in metropolitan areas such as the Charlotte MSA, the Knoxville MSA, the Nashville MSA and the Tri-Cities MSA. Below is a description of our operations in our primary market areas:

Market	Total Population 2025* (Estimated)	Projected Population Change 2025 – 2030* (%)		Projected Median Household Income 2030* ($)	Projected Household Income Change 2025 – 2030* (%)	Unemployment Rate** (%)
Key Metropolitan Markets
Charlotte MSA	2,882,670	6.6		89,900	10.3	3.3
Knoxville MSA	968,900	5.9		79,167	10.7	3.2
Nashville MSA	2,153,421	5.6		94,359	10.8	2.9
Kingsport-Bristol, Tennessee-Virginia***	316,084	2.8		63,674	9.1	3.4
Johnson City, Tennessee***	217,530	4.7		68,275	10.3	3.9

Other Markets (Counties)
Laurel, Kentucky	63,914	3.1		62,949	6.3	5.7
Knox, Kentucky	29,742	0.0		39,025	6.0	7.4
Harlan, Kentucky	24,770	(5.5	)	41,717	7.3	9.6
Whitley, Kentucky	36,887	1.3		49,025	3.8	5.5
Cleveland, North Carolina	102,485	2.7		60,229	11.5	3.4
Claiborne, Tennessee	33,111	3.3		52,777	10.4	3.9
Cocke, Tennessee	38,232	5.4		53,200	7.1	4.9
Union, Tennessee	21,243	6.0		65,667	6.9	4.1
Hamblen, Tennessee	67,602	4.8		64,071	6.2	3.4

* Demographic data provided by ClaritasTM based on U.S. census data and secured from S&P Global Market Intelligence. For non-census year data, Claritas uses samples and projections to estimate the demographic data. S&P Global Market Intelligence performs calculations on the underlying data provided by Claritas for some of the data presented on this page.

** Source: U.S. Bureau of Labor Statistics.

*** Kingsport-Bristol, Tennessee-Virginia and Johnson City, Tennessee constitute the Tri-Cities MSA.

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Market	Market Rank*** (Deposits)	Deposit Market Share*** (%)	Number of Branches		Market Deposits*** ($) (in millions)	Deposits Per Branch***(1) ($) (in millions)	Year-over- Year Deposit Growth**** (%)
Key Metropolitan Markets
Charlotte MSA	36	0.02	2		93.8	46.9	(4.5	)
Knoxville MSA	16	0.90	4		225.0	37.5	3.8
Nashville MSA	60	0.04	1		34.3	34.3	42.7
Kingsport-Bristol, Tennessee-Virginia(2)	19	0.60	1		32.5	32.5	38.2
Johnson City, Tennessee(2)	18	0.10	1		4.5	4.5	14.3

Other Markets (Counties)
Laurel, Kentucky	2	20.68	5		236.4	47.3	4.3
Knox, Kentucky	2	27.47	4		149.1	37.3	(2.5	)
Harlan, Kentucky	4	17.65	2		88.1	44.0	17.0
Whitley, Kentucky	7	0.24	1		1.3	1.3	4.5
Cleveland, North Carolina	4	10.79	2		152.9	76.5	22.5
Claiborne, Tennessee	1	53.53	5	*****	561.8	112.4	28.4
Cocke, Tennessee	3	23.66	2		179.3	89.6	2.6
Union, Tennessee	1	52.83	2		130.3	65.1	10.1
Hamblen, Tennessee	6	3.66	2		49.7	24.9	(6.6	)

____________

*** Source: FDIC; Deposit data as of 6/30/24.

**** Calculated using FDIC Deposit data as of 6/30/24.

***** Includes the banking facility located in our principal executive office.

(1) Deposits per branch reflects an average for those markets with more than one branch.

(2) Kingsport-Bristol, Tennessee-Virginia and Johnson City, Tennessee constitute the Tri-Cities MSA.

Charlotte, North Carolina. The Charlotte MSA serves as a premier financial and economic hub within the Southeastern United States. The Charlotte MSA has an estimated population of nearly 2.9 million residents that is expected to grow by approximately 6.6% over the next five years, according to demographic data provided by Claritas based on U.S. census data and secured from S&P Global Market. Recognized as the second-largest banking center in the nation, Charlotte boasts robust demographics, rising household incomes, and a dynamic labor market that continues to attract top talent. Charlotte hosts the corporate headquarters of major financial institutions, including Bank of America and Truist Financial, and serves as a critical nexus for the energy, healthcare, and logistics sectors. Its strategic location along the I-85 corridor, coupled with proximity to Charlotte Douglas International Airport — one of the busiest airports globally — solidifies its standing as a pivotal center for commerce and transportation. The region’s vibrant quality of life, encompassing professional sports teams, a thriving cultural scene, and extensive outdoor recreation opportunities, further enhances its ability to attract and retain a highly skilled workforce. Charlotte’s dominance in the financial industry, coupled with its burgeoning innovation ecosystem, creates an unparalleled opportunity for long-term growth and economic stability.

Knoxville, Tennessee. The Knoxville MSA constitutes a dynamic and expanding economic center in East Tennessee. The Knoxville MSA has an estimated population of nearly one million residents that is expected to grow by approximately 5.9% over the next five years, according to demographic data provided by Claritas based on U.S. census data and secured from S&P Global Market. Known for its low cost of living, the Knoxville MSA boasts a robust business climate and has a median household income that is projected to reach approximately $79,000 by 2030, according to demographic data provided by Claritas based on U.S. census data and secured from S&P Global Market. Strategically positioned as a hub for economic activity, the Knoxville MSA hosts key industries, including advanced manufacturing, energy production, and logistics. Knoxville is further enhanced by the presence of prominent institutions such as the University of Tennessee and Oak Ridge National Laboratory, both of which serve as significant drivers of innovation and workforce development. Knoxville’s proximity to critical interstate highways and rail systems amplifies its appeal as a premier center for transportation and logistics operations. Moreover, the Knoxville MSA offers a comprehensive range of amenities, including professional sports teams, abundant outdoor recreation, and a pro-business regulatory environment.

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Nashville, Tennessee. The Nashville MSA represents one of the most rapidly expanding metropolitan regions within the United States. The Nashville MSA has an estimated population of approximately 2.2 million residents that is projected to increase by approximately 5.6% over the next five years, according to demographic data provided by Claritas based on U.S. census data and secured from S&P Global Market. The Nashville MSA has favorable demographics, with its median household income projected to reach approximately $94,000 by 2030, according to demographic data provided by Claritas based on U.S. census data and secured from S&P Global Market. Recognized as the “Music City,” Nashville consistently attracts young professionals and is widely acclaimed for its vibrant cultural scene, dynamic labor market, and relative affordability. The region has garnered national recognition, with Forbes ranking Nashville among the Best Places for Business and Careers. Nashville’s healthcare industry is a major cornerstone of its economy, contributing billions annually and employing a significant portion of the workforce. The Nashville MSA serves as the headquarters for several Fortune 500 and industry-leading corporations, including HCA Healthcare, Inc., Nissan North America Inc., and Bridgestone Americas, Inc., as well as the announced future world headquarters of Oracle Corporation. Strategically positioned as a transportation and logistics hub, the Nashville MSA provides significant economic advantages, supported by a highly skilled workforce and a business-friendly environment. Beyond its economic benefits, Nashville boasts a number of professional sports teams, a flourishing arts scene, and renowned universities, such as Vanderbilt University.

Tri-Cities, Tennessee. The Tri-Cities MSA represents a dynamic and expanding economic hub in Northeast Tennessee and Southwest Virginia. The Tri-Cities MSA has an estimated population exceeding 500,000 that is expected to grow, as well as a favorable business climate characterized by rising household incomes and low operational costs for businesses. The Tri-Cities MSA boasts a diversified economic base, anchored by critical sectors such as healthcare, manufacturing, logistics, and tourism. Key regional assets include East Tennessee State University and Ballad Health, both of which play pivotal roles in advancing the area’s educational and healthcare infrastructure. The region’s strategic location at the intersection of major interstate highways (I-81 and I-26) further enhances its appeal as a logistics and distribution center, offering seamless access to regional and national markets.

Corporate Information

Our principal executive office is located at 6710 Cumberland Gap Parkway, Harrogate, Tennessee 37752, and our telephone number is 423-869-5151. Our website address is www.cbtn.com. The information contained on or accessible from our website is not part of this prospectus and is not incorporated into this prospectus or the registration statement of which it forms a part.

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Summary of Risk Factors

You should carefully consider the risks described under “Risk Factors” beginning on page 23 of this prospectus, as well as other information included in this prospectus, including our financial statements and the notes thereto, before making an investment decision. Below is a summary of some of the principal risks we face:

Risks Related to Our Business

• Changes in interest rates may adversely affect our earnings and financial condition.

• Increases in interest rates have in the past resulted in, and could in the future result in, unrealized losses on our investment securities portfolio.

• If the average interest rate we pay on our deposits increases, our cost of funds would rise.

• We have a concentration of credit exposure to borrowers in certain industries, and we also target small to medium-sized businesses and make other loans that may carry increased levels of credit risk.

• We could suffer losses from a decline in the credit quality of the assets that we hold.

• We may not be able to adequately measure and limit the credit risks associated with our loan portfolio, which could adversely affect our profitability.

• CRE lending may expose us to increased lending risks.

• We are subject to environmental risks associated with owning real estate or collateral.

• Our allowance for estimated loan losses may not be adequate to cover actual loan losses, which may require us to take a charge to earnings and adversely impact our financial condition and results of operations.

• Our liquidity needs might adversely affect our financial condition and results of operations.

• We may be materially and adversely affected by the creditworthiness and liquidity of other financial institutions.

• Our ability to maintain required capital levels and adequate sources of funding and liquidity could be impacted by changes in the capital markets and deteriorating economic and market conditions.

• Our business is concentrated in, and largely dependent upon, the continued growth of, and economic conditions in, the markets where we operate.

• Negative developments in the U.S. economy and local economies in our primary markets may adversely impact our results in the future.

• As a community bank, our ability to maintain our reputation is critical to the success of our business, and the failure to do so may materially adversely affect our performance.

• As a community banking institution, we have smaller lending limits and different lending risks than certain of our larger, more diversified competitors.

• Our business may suffer if there are significant declines in the value of real estate.

• Our selection of accounting policies and methods may affect our reported financial results.

• We currently invest in bank owned life insurance (“BOLI”) and may continue to do so in the future.

• The internal controls that we have implemented in order to mitigate risks inherent to the business of banking might fail or be circumvented.

• Changes in accounting standards could materially impact our financial statements.

• The implementation of new lines of business or new products and services may subject us to additional risk.

Risks Related to Acquisition and other Expansionary Activity

• We may grow through mergers or acquisitions and other future expansionary activity, which strategy may not be successful or, if successful, may result in additional risks.

• Our “Needs to Improve” rating under the Community Reinvestment Act (the “CRA”) may restrict our operations and limit our ability to pursue certain strategic opportunities.

• Acquisitions may disrupt our business and dilute shareholder value, and integrating acquired companies may be more difficult, costly, or time-consuming than we expect.

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• Our financial performance will be negatively impacted if we are unable to execute our growth strategy.

• Our historical growth rate and performance may not be indicative of our future growth or financial results.

Risks Related to Technology and Cybersecurity

• We are dependent on our information technology and telecommunications systems and third-party servicers, and systems failures or interruptions or breaches of security could have a material adverse effect on our financial condition and results of operations, as well as cause legal or reputational harm.

• We continually encounter technological change and may have fewer resources than our competitors to continue to invest in technological improvements.

• The adoption of artificial intelligence (“AI”) tools by us and our third-party vendors and service providers may increase the risk of errors, omissions, unfair treatment or fraudulent behavior by our employees, customers or counterparties, or other third parties.

Legal, Regulatory and Compliance Risks

• We are subject to extensive regulation in the conduct of our business, which imposes additional costs on us and adversely affects our profitability.

• Federal and state banking agencies periodically conduct examinations of our business, including our compliance with laws and regulations, and our failure to comply with any supervisory actions to which we become subject as a result of such examinations could materially and adversely affect us.

• Federal, state and local consumer lending laws may restrict our ability to originate certain mortgage loans or increase our risk of liability with respect to such loans and could increase our cost of doing business.

• We are subject to federal and state fair lending laws, and failure to comply with these laws could lead to material penalties.

• We face the risk of noncompliance with, and enforcement actions related to, the Bank Secrecy Act and other anti-money laundering laws and regulations.

• FDIC deposit insurance assessments may materially increase in the future, which would have an adverse effect on our earnings and results of operations.

• The Bank is, and the Company may become, subject to regulatory capital requirements.

• The Federal Reserve may require us to commit capital resources to support the Bank.

• We may need to raise additional capital in the future, including as a result of heightened regulatory capital requirements, but that capital may not be available, or available on favorable terms, when it is needed or may be dilutive to shareholders.

• The Company is an entity separate and distinct from the Bank.

• Our ability to pay dividends is subject to restriction by various laws and regulations and other factors.

Risks Related to this Offering and an Investment in Our Common Stock

• The Company’s ability to pay cash dividends is limited, and we may be unable to pay future dividends even if we desire to do so.

• We have broad discretion in the use of the net proceeds from this offering, and our use of those proceeds may not yield a favorable return on your investment.

• We have shareholders who own significant portions of our common stock and those shareholders’ interests may differ from those of our other shareholders.

• Future sales or the availability for sale of substantial amounts of our common stock in the public market could adversely affect the prevailing market price of our common stock and could impair our ability to raise capital through future sales of equity securities.

• There are substantial regulatory limitations on changes of control of bank holding companies that may discourage investors from purchasing shares of our common stock.

• An investment in our common stock is not an insured deposit and is subject to risk of loss.

• The sale of shares of our common stock by the selling shareholders may cause the market price of our common stock to decline.

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The Offering

This summary highlights information presented in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before investing in our common stock. You should carefully read this entire prospectus before investing in our common stock, including “Risk Factors” and our consolidated financial statements and related notes appearing elsewhere in this prospectus.

Common stock offered by us		shares.
Common stock offered by the selling shareholders		shares (excluding the underwriter’s option to purchase additional shares of our common stock).
Option to purchase additional shares of common stock offered by the selling shareholders		The selling shareholders have granted the underwriter a 30-day option to purchase up to additional shares of our common stock at the public offering price, less the underwriting discounts and commissions.
Common stock outstanding immediately after completion of this offering		shares of common stock.
Use of proceeds		Assuming an initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, we estimate that the net proceeds to us from the sale of our common stock in this offering will be $ , after deducting the estimated underwriting discounts and commissions and offering expenses payable by us. We intend to use the net proceeds from this offering to repay in full the outstanding indebtedness under our Amended and Restated Loan Agreement, dated January 27, 2020, with Community Trust Bank, Inc. (the “Community Trust Loan Agreement” and the loan thereunder, the “CTB Loan”), to redeem in full our outstanding Subordinated Debentures and related Trust Preferred Securities (as each such term is defined under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition”), and to use the remaining net proceeds, if any, for general corporate purposes. We will not receive any proceeds from the sale of shares by selling shareholders. See “Use of Proceeds” for more information.
Dividend policy		Our shareholders are entitled to receive dividends on common stock only if, when and as declared by our Board from funds legally available therefor under Tennessee law and as limited by our banking regulators. We have historically paid cash dividends annually to holders of our common stock; however, following this offering and subject to and at the discretion of our Board, we plan to initially not pay dividends during our first year as a public company. After the beginning of the fiscal year 2026, we intend to pay quarterly cash dividends to holders of our common stock. Nevertheless, we have no obligation to pay dividends and any future determination relating to dividends will be made at the discretion of our Board and will depend on our financial condition, liquidity, results of operations, capital levels and needs and other factors deemed relevant by our Board. See “Dividend Policy” and “Risk Factors.”

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Directed share program		At our request, the underwriter has reserved for sale at the initial public offering price approximately [ ]% of the shares offered hereby for the directors, executive officers and employees of the Company and the Bank and other designated persons. The number of shares available for sale to the general public will be reduced to the extent such persons purchase reserved shares. Any reserved shares not so purchased will be offered by the underwriter to the general public on the same basis as the other shares offered hereby. Directors, executive officers and employees of the Company and the Bank and other designated persons have expressed an intent to buy approximately $ of shares in this offering through the directed share program. See “Underwriting — Directed Share Program.”
Proposed trading symbol		We have applied to list our common stock with Nasdaq under the trading symbol “CBK.”
Risk factors		Investing in our common stock involves risks. See “Risk Factors,” beginning on page 23, for a discussion of factors that you should carefully consider before making an investment decision.

Except as otherwise indicated, all information in this prospectus relating to the number of shares of our common stock to be outstanding immediately after the completion of this offering is based on shares outstanding as of , 2025.

Except as otherwise indicated, all information in this prospectus:

• relating to share and per share data gives effect to the Stock Reclassification and the Stock Split;

• does not attribute to any director, executive officer or principal shareholder any purchase of shares of our common stock in this offering, including through the directed share program described in “Underwriting — Directed Share Program”;

• assumes no exercise by the underwriter of its option to purchase additional shares of our common stock from the selling shareholders;

• assumes an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus; and

• excludes 850,000 additional shares of our common stock that are reserved for future issuance under the Commercial Bancgroup, Inc. 2025 Omnibus Incentive Plan (the “2025 Plan”).

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Selected Historical Consolidated Financial Data and Other Information

The following table sets forth selected historical consolidated financial information for each of the periods indicated. The selected historical consolidated financial information as of and for the six months ended June 30, 2025 and 2024, except for the selected ratios, is derived from our unaudited consolidated financial statements included elsewhere in this prospectus. The selected historical consolidated financial information as of and for the years ended December 31, 2024 and 2023, except for the selected ratios, is derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected historical consolidated financial information as of and for the years ended December 31, 2022, 2021 and 2020, except for the selected ratios, is derived from our audited consolidated financial statements not included in this prospectus.

Our results of operations for any period are not necessarily indicative of the results to be expected in any future period. You should read the information set forth below in conjunction with the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Capitalization,” as well as our consolidated financial statements and the related notes included elsewhere in this prospectus.

	At or for the Six Months Ended June 30,				At or for the Year Ended December 31,
	2025		2024		2024		2023		2022		2021		2020
	(Dollars in thousands except per share data)
Statement of Operations Data:
Interest and dividend income	$	61,625	$	61,259	$	123,213	$	102,637	$	65,320	$	59,206	$	62,412
Interest expense		22,226		22,498		45,629		30,536		8,399		8,364		12,984
Net interest income		39,399		38,761		77,584		72,101		56,921		50,842		49,428
(Recapture of) provision for credit losses		—		1,501		1,829		3,274		778		396		1,914
Noninterest income		4,667		5,070		10,878		9,619		9,201		7,431		7,150
Noninterest expense		21,306		21,622		46,061		38,754		32,981		32,603		37,527
Net income before taxes		22,759		20,708		40,572		39,692		32,364		25,273		17,137
Income tax expense		5,168		3,840		8,886		8,480		7,281		5,913		3,833
Net income		17,591		16,868		31,686		31,212		25,082		19,360		13,304
Net income attributable to non-controlling interest		—		276		276		519		—		—		—
Net income attributable to common shareholders	$	17,591	$	16,592	$	31,410	$	30,693	$	25,082	$	19,360	$	13,304
Balance Sheet Data:
Assets	$	2,262,511	$	2,223,758	$	2,301,211	$	2,196,609	$	1,741,851	$	1,712,779	$	1,614,202
Cash and cash equivalents		151,282		147,975		178,198		155,941		61,911		142,013		145,754
Securities available for sale, at fair value		30,113		39,139		47,938		52,041		35,846		84,888		106,263
Securities held-to-maturity, at carrying value, net of allowance for credit losses		157,452		145,955		128,217		158,632		180,067		161,472		2,566
Loans, net of allowance for credit losses		1,773,527		1,723,475		1,788,792		1,669,846		1,317,600		1,194,311		1,233,589
Goodwill		8,511		8,511		8,514		8,511		741		877		877
Core deposit intangible		5,035		6,717		5,825		7,632		3,528		4,352		5,179
Liabilities	$	2,027,243	$	2,013,174	$	2,080,955	$	2,000,832	$	1,583,404	$	1,572,912	$	1,490,607
Deposits		1,851,248		1,815,917		1,938,597		1,819,923		1,420,679		1,448,821		1,350,381
Short-term borrowings		46,300		48,336		3,392		6,047		7,736		10,213		22,069
Long-term debt		102,209		113,084		105,773		143,217		117,940		100,789		98,222
Shareholders’ equity		235,268		210,584		220,256		195,777		158,447		139,867		123,595
Tangible equity		221,722		195,356		205,917		179,634		154,179		134,638		117,540
Per Share Data:
Common shares outstanding at period end		12,239,644		12,208,881		12,113,144		12,211,756		12,052,088		12,201,988		12,347,463

Table of Contents

	At or for the Six Months Ended June 30,						At or for the Year Ended December 31,
	2025			2024			2024			2023			2022			2021			2020
	(Dollars in thousands except per share data)
Weighted average common shares (diluted)		12,188,624			12,389,694			12,367,248			12,225,390			12,127,038			12,274,725			12,347,463
Earnings per common share, diluted	$	1.44		$	1.36		$	2.54		$	2.51		$	2.07		$	1.58		$	1.08
Book value per common share at period end	$	19.22		$	16.78		$	18.18		$	15.59		$	13.15		$	11.46		$	10.01
Dividends per share	$	0.16		$	0.16		$	0.17		$	0.12		$	0.12		$	0.06		$	0.06
Performance Ratios:
Return on average equity		15.71	%		17.12	%		15.34	%		17.62	%		16.82	%		14.70	%		11.32	%
Return on average assets		1.55	%		1.53	%		1.43	%		1.57	%		1.45	%		1.14	%		0.85	%
Yield on average interest earning assets(1)		5.84	%		6.01	%		5.96	%		5.58	%		4.07	%		3.89	%		4.42	%
Yield on cash(2)		4.18	%		4.89	%		4.92	%		4.86	%		1.58	%		0.30	%		0.82	%
Yield on securities portfolio(3)		2.76	%		1.84	%		1.83	%		1.28	%		1.07	%		1.32	%		2.04	%
Yield on loan portfolio(4)		6.28	%		6.59	%		6.52	%		6.26	%		4.86	%		4.77	%		4.99	%
Cost of interest-bearing deposits(5)		2.67	%		2.77	%		2.79	%		1.99	%		0.47	%		0.54	%		1.02	%
Cost of funds(6)		2.77	%		2.90	%		2.91	%		2.24	%		0.70	%		0.71	%		1.18	%
Net interest margin(7)		3.73	%		3.80	%		3.75	%		3.92	%		3.55	%		3.34	%		3.50	%
Noninterest income as a percentage of average assets		0.41	%		0.46	%		0.49	%		0.48	%		0.53	%		0.44	%		0.46	%
Noninterest expense as a percentage of average assets		1.88			1.96	%		2.08	%		1.95	%		1.91	%		1.92	%		2.40	%
Efficiency ratio(8)		48.35	%		49.33	%		52.07	%		47.42	%		49.88	%		55.95	%		66.33	%
Liquidity & Asset Quality Ratios:
Liquidity ratio(9)		16.71	%		16.54	%		17.03	%		18.32	%		17.55	%		24.69	%		17.08	%
Loan-to-deposit ratio		96.77	%		95.91	%		93.21	%		92.67	%		93.66	%		83.21	%		92.16	%
Nonaccrual loans	$	5,846		$	4,936		$	5,059		$	4,888		$	4,005		$	4,804		$	14,541
Loans 90 days past due and still accruing		6			15			2			342			8			5			11
Other real estate owned		861			1,089			832			1,046			1,709			2,285			9,287
Non-performing assets		6,713			6,040			5,893			6,276			5,722			7,095			23,839
Non-performing assets to total assets		0.30	%		0.27	%		0.26	%		0.29	%		0.33	%		0.41	%		1.48	%
Net loan charge-offs		216			31			259			87			(1,092	)		113			173
Net loan charge-offs (recoveries) to average loans outstanding		0.02	%		0.01	%		0.01	%		0.01	%		(0.09	)%		0.01	%		0.01	%

Commercial Bancgroup, Inc. S-1