Commercial Bancgroup Inc 2025年季度报告

OR Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of November 13, 2025, the registrant had12,239,644shares of common stock, $0.01 par value per share, outstanding. Item 1.Financial Statements.Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 20242Consolidated Statements of Income (unaudited) for the Three and Nine Months Ended September 30, 2025 and20243Consolidated Statements of Comprehensive Income (unaudited) for the Three and Nine Months EndedSeptember 30, 2025 and 20244Consolidated Statements of Changes in Shareholders’ Equity (unaudited) for the Three and Nine Months EndedSeptember 30, 2025 and 20245Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2025 and 20246Notes to Unaudited Consolidated Financial Statements8Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.45Item 3.Quantitative and Qualitative Disclosures About Market Risk.76Item 4.Controls and Procedures.76PART II.OTHER INFORMATION77Item 1.Legal Proceedings.77Item 1A.Risk Factors.77Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.77Item 3.Defaults Upon Senior Securities.77Item 4.Mine Safety Disclosures.77Item 5.Other Information.77Item 6.Exhibits.78Signatures79 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the Private SecuritiesLitigation Reform Act of 1995. These forward-looking statements may include statements relating to the strategies, future operations,future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth ofCommercial Bancgroup, Inc., a Tennessee corporation, and its consolidated subsidiaries (collectively, the “Company,” “we,” “our,”“us,” or similar terms). These statements are often, but not always, made through the use of words or phrases such as “may,” “might,”“should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,”“strive,” “projection,” “goal,” “target,” “outlook,” “aim,” “would,” “annualized” and “outlook,” or the negative version of these wordsor other similar words or phrases of a future or forward-looking nature. These forward-looking statements are not statements of historical facts and are based on assumptions and estimates that we believe tobe reasonable in light of the information available to us at this time. However, these forward-looking statements are subject tosignificant risks and uncertainties, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, wecaution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptionsand uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statementsare reasonable as of the date such statements are made, actual results may prove to be materially different from the results expressed orimplied by the forward-looking statements. A number of important factors could cause our actual results to differ materially from those indicated in these forward-lookingstatements, including the following: ●business and economic conditions nationally, regionally and in our target markets, particularly in Kentucky, North Carolinaand Tennessee and the particular geographic areas in which we operate;●the level of, or changes in the level of, interes