Commercial Bancgroup Inc美股招股说明书(2025-10-02版)

Common Stock This is the initial public offering (this “offering”) of shares of common stock, $0.01 par value per share (our “commonstock”), of Commercial Bancgroup, Inc., a Tennessee corporation and the bank holding company for Commercial Bank, aTennessee state-chartered commercial bank. We are offering 1,458,334 shares of our common stock in this offering. The selling shareholders identified in thisprospectus are offering an additional 5,714,758 shares of common stock in this offering. We and the selling shareholderswill be selling the shares of our common stock at the same fixed price. We will not receive any of the proceeds from thesale 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 been approved tolist our common stock on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CBK.” The initial public offering priceper share of our common stock is $24.00 per share. We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities lawand, as such, may elect to comply with certain reduced public company reporting requirements after the completionof 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 certainrisks 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 FederalDeposit Insurance Corporation (the “FDIC”), the Board of Governors of the Federal Reserve System nor any otherregulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of thisprospectus. 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 arenot 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. (1)See “Underwriting” for additional information regarding the underwriting discounts and commissions and certain expenses payableto the underwriter by us. At our request, the underwriter has reserved up to 5.0% of the shares of common stock offered by this prospectus for sale atthe initial public offering price through a directed share program to directors, executive officers and employees of theCompany 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 1,075,963shares from certain of the selling shareholders to cover over-allotments, if any, at the initial public offering price less theunderwriting 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 October 3, 2025 through thebook-entry facilities of The Depository Trust Company. Sole Book-Running Manager Hovde Group, LLC The date of this prospectus is September 30, 2025 Table of Contents Table of Contents TABLE OF CONTENTS Table of Contents ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus. Neither we, the selling shareholders northe underwriter has authorized anyone to provide you with information different from that contained in thisprospectus. If anyone provides you with additional, different or inconsistent information, you should not relyon it. Neither we, the selling shareholders nor the underwriter takes responsibility for, or can provide anyassurance as to the reliability of, any other information that others may give you. This prospectus is an offer tosell only the shares of our common stock offered hereby, and only under circumstances and in jurisdictionswhere it is lawful to do so. Neither we, the selling shareholders nor the underwriter is making an offer of sharesof our common stock in any state, country or other jurisdiction where the offer is not permitted. You should notassume that the information in this prospectus or any free writing prospectus that we provide to you is accurateas of any date other than the date of the applicable document regardless of its time of delivery or the time ofany sales of our common stock. Our business, financial condition, results of operations and cash flows mayhave changed since the date of the applicable document. Unless otherwise indicated, this prospectus describes the specific details regarding this offering, the terms andconditions of our common stock being offered hereby and the risks of investing in our common stock. Foradditional information, please see the section titled “Where You Can Find More Information.” You should not interpr