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

PROSPECTUS 7,173,092Shares CommonStock This is the initial public offering (this “offering”) of shares of common stock, $0.01 par valueper share (our “common stock”), of Commercial Bancgroup, Inc., a Tennessee corporation and thebank holding company for Commercial Bank, a Tennesseestate-charteredcommercial bank. We are offering1,458,334shares of our common stock in this offering. The selling shareholdersidentified in this prospectus are offering an additional5,714,758shares of common stock in thisoffering. We and the selling shareholders will be selling the shares of our common stock at the samefixed price. We will not receive any of the proceeds from the sale of the shares being sold by theselling shareholders in this offering. Prior to this offering, there has been no established public trading market for our common stock. Wehavebeen approvedto list our common stock on the Nasdaq Capital Market (“Nasdaq”) under thesymbol “CBK.”Theinitial public offering price per share of our common stockis$24.00 per share. Weare an“emerging growth company”and a“smaller reporting company”underapplicablefederal securities law and,as such,may elect to comply with certainreducedpublic company reporting requirements after the completion of this offering.See“Implications of Being an Emerging Growth Company and a Smaller ReportingCompany.” Investingin our common stock involves risks.See“Risk Factors,”beginning on page23,for a discussion of certain risks that you should consider before investing inourcommon stock. Noneof the U.S.Securitiesand Exchange Commission(the“SEC”),any statesecuritiescommission,the Federal Deposit Insurance Corporation(the“FDIC”),theBoardof Governors of the Federal Reserve System nor any other regulatory body hasapprovedor disapproved of these securities or passed upon the accuracy or adequacyofthis prospectus.Any representation to the contrary is a criminal offense. Thesesecurities are not deposits,savings accounts or other obligations of any bankorsavings association and are not insured or guaranteed by the FDIC or any othergovernmentalagency and are subject to investment risks,including the possible lossofthe entire amount you invest. (1)See “Underwriting” for additional information regarding the underwriting discounts and commissions andcertain expenses payable to the underwriter by us. At our request, the underwriter has reserved up to 5.0% of the shares of common stock offered bythis prospectus for sale at the initial public offering price through a directed share program todirectors, executive officers and employees of the Company and the Bank and other designatedpersons. See “Underwriting—Directed Share Program.” This is a firm commitment underwritten offering. The underwriter has the option to purchase up to anadditional1,075,963shares fromcertain ofthe selling shareholders to coverover-allotments, ifany, at the initial public offering price less the underwriting discount within 30days of the dateof this prospectus. The underwriter expects to deliver the shares of our common stock to purchasers on or aboutOctober3, 2025 through thebook-entryfacilities of The Depository Trust Company. SoleBook-Running Manager Hovde Group, LLC Thedate of this prospectus is September 30,2025 TABLEOF CONTENTS PagePROSPECTUS SUMMARY1SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA AND OTHER INFORMATION17NON-GAAP FINANCIAL MEASURES20RISK FACTORS23CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS54USE OF PROCEEDS57DIVIDEND POLICY58CAPITALIZATION59DILUTION60MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS61BUSINESS102MANAGEMENT117EXECUTIVE AND DIRECTOR COMPENSATION124CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS131PRINCIPAL AND SELLING SHAREHOLDERS134DESCRIPTION OF CAPITAL STOCK137SUPERVISION AND REGULATION143SHARES ELIGIBLE FOR FUTURE SALE156MATERIAL U.S.FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S.HOLDERS158UNDERWRITING162LEGAL MATTERS167EXPERTS167WHERE YOU CAN FIND MORE INFORMATION167INDEX TO THE FINANCIAL STATEMENTSF-1i ABOUTTHIS PROSPECTUS You should rely only on the information contained in this prospectus. Neither we, theselling shareholders nor the underwriter has authorized anyone to provide you withinformation different from that contained in this prospectus. If anyone provides youwith additional, different or inconsistent information, you should not rely on it.Neither we, the selling shareholders nor the underwriter takes responsibility for, orcan provide any assurance as to the reliability of, any other information that othersmay give you. This prospectus is an offer to sell only the shares of our common stockoffered hereby, and only under circumstances and in jurisdictions where it is lawfulto do so. Neither we, the selling shareholders nor the underwriter is making an offerof shares of our common stock in any state, country or other jurisdiction where theoffer is not permitted. You should not assume that the information in this prospectusor an