Commercial Bancgroup, Inc. Announces Closing of Over $172 Million Initial Public Offering

Rhea-AI Summary

Commercial Bancgroup (NASDAQ:CBK) closed its initial public offering on October 3, 2025, selling 7,173,092 common shares at $24.00 per share.

Commercial sold 1,458,334 shares and certain selling shareholders sold 5,714,758 shares. Commercial received approximately $30.6 million in net proceeds after underwriting discounts and offering expenses. Proceeds will be used to repay indebtedness and redeem subordinated debentures and trust preferred securities, with any remaining amounts for general corporate purposes. Commercial's stock began trading on October 2, 2025, on the Nasdaq Capital Market under the ticker CBK. Underwriters have a 30-day option for an additional 1,075,963 shares.

Positive

• IPO closed: 7,173,092 shares sold on October 3, 2025
• Net proceeds to Commercial: approximately $30.6 million
• Common stock began trading on Nasdaq on October 2, 2025
• Offering price: $24.00 per share

Negative

• Commercial sold only 1,458,334 of 7,173,092 shares
• Selling shareholders sold 5,714,758 shares; Commercial received no proceeds
• Underwriters' 30-day option: up to 1,075,963 additional shares

Insights

Capital Markets Analyst

IPO closed raising gross ~$172.2M, company netted $30.6M while most shares sold by existing holders.

What it means: The offering sold 7,173,092 shares at $24.00 per share with the company receiving proceeds from only 1,458,334 shares sold by Commercial and the balance sold by selling shareholders.

Why it matters: The headline size (~$172.2M gross) shows market demand for the stock, but the company's retained cash benefit is limited to $30.6M; investors should note majority of supply came from existing holders, not new capital to the company.

The underwriters hold a 30-day option to buy up to 1,075,963 additional shares; monitor exercise for short-term supply impact.

Bank Capital and Liability Analyst

Company will use its $30.6M net proceeds to repay debt and redeem subordinated securities, reducing leverage.

What it means: Commercial explicitly intends to apply net proceeds to repay indebtedness and redeem outstanding subordinated debentures and trust preferred securities, which removes higher-cost capital and related obligations from its balance sheet.

Why it matters: Debt repayment and redemption improve capital structure and reduce interest obligations, which is a direct, observable use of funds disclosed in the release; however, the modest size of net proceeds compared with total deal size limits scope of balance-sheet improvement.

HARROGATE, TN, TN / ACCESS Newswire / October 3, 2025 / Commercial Bancgroup, Inc. ("Commercial"), a Tennessee corporation and the bank holding company for Commercial Bank, a Tennessee state-chartered commercial bank, announced today the closing of its initial public offering of 7,173,092 shares of its common stock, 1,458,334 of which were sold by Commercial and 5,714,758 of which were sold by certain selling shareholders, at a public offering price of $24.00 per share. Commercial received net proceeds, after deducting underwriting discounts and commissions and estimated offering expenses, of approximately $30.6 million. Commercial intends to use the proceeds from the offering to repay certain Commercial indebtedness and redeem its outstanding subordinated debentures and related trust preferred securities, and to use the remaining proceeds, if any, for general corporate purposes. Commercial did not receive any proceeds from any sale of shares by the selling shareholders.

Commercial's common stock began trading on October 2, 2025, on the Nasdaq Capital Market ("Nasdaq") under the ticker symbol "CBK."

The underwriters have been granted a 30-day option to purchase up to an additional 1,075,963 shares of Commercial's common stock from certain selling shareholders at the initial public offering price, less underwriting discounts and commissions.

Hovde Group, LLC acted as sole book-running manager for the offering.

K&L Gates LLP served as legal counsel to Commercial. Squire Patton Boggs (US) LLP served as legal counsel to Hovde Group, LLC. Bass, Berry & Sims PLC served as legal counsel to the selling shareholders.

A registration statement on Form S-1 (including a preliminary prospectus) relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on September 30, 2025. The offering was made only by means of a prospectus. Copies of the final prospectus relating to the offering may be obtained by contacting Hovde Group, LLC, Attention: Prospectus Department, 1629 Colonial Parkway, Inverness, Illinois 60067, by telephone toll-free at (833) 587-4159, or by email at prospectus@hovegroup.com.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Investors may also view the registration statement, the preliminary prospectus, and the final prospectus on the SEC's website at www.sec.gov.

About Commercial Bancgroup, Inc.

Commercial Bancgroup, Inc. is a bank holding company headquartered in Harrogate, Tennessee. Through our wholly owned subsidiary, Commercial Bank, a Tennessee state-chartered commercial bank, we offer a suite of traditional consumer and commercial banking products and services to businesses and individuals in select markets in Kentucky, North Carolina, and Tennessee. At June 30, 2025, Commercial had approximately $2.3 billion in total consolidated assets.

Forward-Looking Statements

This press release contains statements that constitute "forward-looking statements" within the meaning of the U.S. federal securities laws. The statements in this press release that are not purely historical are forward-looking statements. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and, in each case, their negative or other variations or comparable terminology and expressions. This press release specifically contains forward-looking statements regarding Commercial's anticipated use of the proceeds from the initial public offering. You should not place undue reliance on these forward-looking statements as actual future results may differ materially from those expressed or implied by any forward-looking statement. Forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond Commercial's control, including but not limited to those set forth under "Risk Factors" in Commercial's registration statement on Form S-1 related to the offering (Registration No. 333-289862). Commercial undertakes no obligation to update these forward-looking statements, as a result of changes in assumptions, new information, or otherwise, after the date of this press release, except as required by law.

Contacts:

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

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

SOURCE: Commercial Bancgroup, Inc.

View the original press release on ACCESS Newswire

FAQ

What did Commercial Bancgroup announce on October 3, 2025 regarding its IPO (CBK)?

Commercial closed an IPO of 7,173,092 shares at $24.00 per share.

How much net proceeds did Commercial Bancgroup (CBK) receive from the IPO?

Commercial received approximately $30.6 million in net proceeds.

When did Commercial Bancgroup common stock start trading under the ticker CBK?

Commercial's common stock began trading on Nasdaq on October 2, 2025.

How many shares did Commercial Bancgroup itself sell in the IPO (CBK)?

Commercial sold 1,458,334 shares; selling shareholders sold 5,714,758 shares.

Is there potential additional dilution after the CBK IPO?

Yes. Underwriters may purchase up to 1,075,963 additional shares within 30 days.

What will Commercial Bancgroup use the IPO proceeds for (CBK)?

To repay indebtedness, redeem subordinated debentures and trust preferred securities, and for general corporate purposes.