Welcome to our dedicated page for Commercial Bancgroup SEC filings (Ticker: CBK), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Commercial Bancgroup, Inc.'s SEC filings document a Tennessee bank holding company whose common stock trades on Nasdaq under the symbol CBK. The filings identify Commercial as the parent of Commercial Bank, a Tennessee state-chartered bank offering traditional consumer and commercial banking products and services in select Kentucky, North Carolina and Tennessee markets.
Recent filings include Form 8-K reports for quarterly and annual financial results, investor presentation exhibits and dividend disclosures, along with a definitive proxy statement covering shareholder voting, board matters and governance. The proxy materials also record the company's completed initial public offering, Nasdaq listing and emerging growth company reporting status.
Commercial Bancgroup, Inc. reported solid first quarter 2026 results while initiating capital returns to shareholders. Net income was $9.5 million, or $0.70 per diluted share, compared with $8.7 million, or $0.72 per share, a year earlier. Core net income rose to $10.0 million, or $0.73 per share.
Total assets were $2.3 billion. Total net loans reached $1.9 billion, up 5.4% from March 31, 2025, while total deposits were $1.9 billion, reflecting a $103.8 million reduction in brokered deposits to $41.5 million and higher non-brokered balances. Net interest margin was 3.88%, up from 3.63% a year earlier, with a return on average assets of 1.66% and return on average equity of 13.22%.
Asset quality remained strong, with nonperforming assets at 0.28% of total assets, an allowance for credit losses of 0.97% of loans, and net charge-offs of 0.01% of average loans. Regulatory capital was robust, including a total risk-based capital ratio of 15.68%, common equity Tier 1 ratio of 14.73%, and tangible common equity to tangible assets of 12.18%.
The board declared a quarterly cash dividend of $0.10 per share, payable on June 30, 2026 to shareholders of record on June 15, 2026, and authorized a new stock repurchase program for up to $10 million of common stock through April 30, 2027. At the 2026 annual meeting, shareholders elected three directors to new terms and ratified the appointment of Mauldin & Jenkins, LLC as independent auditor.
Commercial Bancgroup, Inc. is asking shareholders to vote at its 2026 Annual Meeting on April 27, 2026 on two key items: electing three Class I directors to terms ending in 2029 and ratifying Mauldin & Jenkins, LLC as independent auditor for 2026.
The proxy highlights a strong 2025, including record net income of $37.2 million, basic earnings per share of $2.95, return on average assets of 1.61%, return on average equity of 15.60%, and an efficiency ratio of 47.0%. Loans reached $1.9 billion with nonperforming assets at 0.28% of total assets and net charge-offs at 0.03% of total loans, reflecting solid asset quality.
The filing also outlines board structure, committee independence, ownership data showing directors and executives collectively holding 36.2% of shares, new post-IPO employment agreements, stock ownership guidelines, and the company’s clawback and insider trading policies that are intended to align leadership incentives with long-term shareholder interests.
Commercial Bancgroup, Inc. director Charles L. Yates reported estate-related transfers of Common Stock previously held indirectly through PCS Investments II LLC and the Peggy C. Smith Revocable Trust. These transactions, coded as will or inheritance events, did not involve any open-market buying or selling.
After these changes, Yates is shown with direct ownership of 79,284.5 Common Stock shares, including 469 restricted stock units granted under the 2025 Omnibus Incentive Plan that vest in full at the 2026 annual meeting of shareholders. A footnote also notes his beneficial ownership had previously been understated by 1.25 shares.
Commercial Bancgroup, Inc. reports on its 2025 business, balance sheet and risk profile as a regional community bank holding company in Tennessee, Kentucky and North Carolina. As of December 31, 2025, it had total assets of $2.3 billion, loans of $1.9 billion, deposits of $1.8 billion and shareholders’ equity of $285.3 million, operating 34 banking offices and one loan production office.
The company completed an IPO on October 3, 2025, selling 7,173,092 shares at $24.00 per share, including 1,458,334 primary shares that generated net proceeds of about $29.9 million. On October 7, 2025, it used $20.5 million of these proceeds to fully repay a holding company loan. The report outlines growth through acquisitions (including the 2024 Alliance Bank & Trust merger), technology investments in digital and real-time payments, human capital initiatives and a detailed regulatory and risk framework, highlighting interest-rate sensitivity, commercial real estate concentrations and extensive bank regulatory oversight.
T. Rowe Price Investment Management, Inc. reported beneficial ownership of 793,045 shares of Commercial Bancgroup Inc. common stock, representing 6.5% of the class as of the reporting date. It has sole voting power over 785,667 shares and sole dispositive power over 793,045 shares.
The firm states the shares were acquired and are held in the ordinary course of business, and not for the purpose of changing or influencing control of Commercial Bancgroup. It also affirms that this filing should not be construed as an admission of beneficial ownership, which it expressly denies.
Commercial Bancgroup, Inc. executive John Adam Robertson, who serves as Executive Chairperson, director, and a 10% owner, reported buying 266 shares of common stock on January 30, 2026 at $26.20 per share. After this purchase, he directly held 45,800.5 shares. The filing also lists indirect holdings of 2,204,391.5 shares through Robertson Holding Company, L.P. and 3,750 shares held by his spouse, with a disclaimer that he only acknowledges beneficial ownership in Robertson Holding to the extent of his pecuniary interest.
Commercial Bancgroup, Inc. director Dennis Michael Robertson purchased 450 shares of common stock on 01/28/2026 at $25.64 per share. Following this transaction, he beneficially owned 22,617 shares directly.
Of this amount, 469 shares are restricted stock units granted under the 2025 Omnibus Incentive Plan that vest in full on the date of the issuer's 2026 annual meeting of shareholders. In addition, 22,148 shares are jointly owned with his spouse, reflecting shared beneficial ownership.
Commercial Bancgroup, Inc. announced that its board of directors declared a quarterly cash dividend of $0.10 per share on its common stock. The dividend will be paid on March 31, 2026 to shareholders who are on record at the close of business on March 15, 2026. The company also issued a press release providing this dividend information.
Commercial Bancgroup, Inc. furnished an update on its performance by announcing financial results for the fourth quarter and fiscal year ended December 31, 2025. The company released these results through a press release and an investor presentation, both dated January 26, 2026.
The press release is included as Exhibit 99.1 and the investor presentation as Exhibit 99.2, and both are incorporated by reference into this current report. The materials are also available in the Investors section of the company’s website, though the website information itself is not deemed part of this report. The earnings information and related exhibits are being furnished under Item 2.02 and are not treated as filed for liability purposes under the Exchange Act.