Commercial Bancgroup, Inc.: Form 10-Q for the period ended Sep 30, 2025

Recent Sales of Unregistered Securities

We entered into a three-year employment agreement with Terry L. Lee, our President and Chief Executive Officer, effective as of September 29, 2025 (the “Lee Employment Agreement”). Pursuant to the Lee Employment Agreement, Terry L. Lee was granted an award of RSUs under and subject to the Commercial Bancgroup, Inc. 2025 Omnibus Incentive Plan having a grant date value of $1,020,000 and to be settled in shares of common stock. The award will generally vest in three equal annual installments, subject to continued employment through the applicable vesting date. The issuance of these RSUs to Terry L. Lee pursuant to the Lee Employment Agreement was deemed to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Rule 701 under the Securities Act (“Rule 701”) because the issuance was pursuant to a contract relating to compensation as provided under Rule 701.

Use of Proceeds

On October 3, 2025, we completed our IPO of 7,173,000 shares of our common stock at an IPO price of $24.00 per share, with 1,458,334 shares sold by us and 5,714,758 shares sold by certain selling shareholders. We received net proceeds of approximately $30.6 million, after deducting underwriting discounts and commissions of approximately $2.3 million and estimated offering expenses, including legal, accounting, and other expenses, of approximately $2.1 million. There has been no material change in the planned use of proceeds from our IPO from that disclosed in our final prospectus dated September 30, 2025 and filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act, on October 2, 2025. On October 7, 2025, the Company used $20.5 million of its net proceeds from the IPO to fully repay the outstanding indebtedness under the Community Trust Loan Agreement.

All of the shares of our common stock issued and sold in our IPO were registered under the Securities Act pursuant to the Registration Statement, which was declared effective by the SEC on September 30, 2025. Hovde Group, LLC acted as sole book-running manager for the IPO. The IPO terminated after the sale of all securities registered pursuant to the Registration Statement.

None of the expenses associated with the IPO were paid directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities, or (iii) any of our affiliates.

Evaluation of Disclosure Controls and Procedures

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2025. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2025.

Changes in Internal Control over Financial Reporting

During the quarter ended September 30, 2025, there was no change in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

In addition to the other information set forth in this Report, you should carefully consider the factors discussed under the section titled “Risk Factors” in the Registration Statement. These factors could materially and adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this Report. Please be aware that these risks may change over time and other risks may prove to be important in the future.

There have been no material changes to the risk factors previously disclosed in the Registration Statement.