Commercial Bancgroup Inc 2026年季度报告

FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-42889 Commercial Bancgroup, Inc.(Exact Name of Registrant as Specified in its Charter) Securities registered pursuant to Section 12(b) of the Act: 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☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒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 May 13, 2026, the registrant had 13,701,269 shares of common stock, $0.01 par value per share, outstanding. Item 1.Financial Statements.Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025.1Consolidated Statements of Income (unaudited) for the Three Months Ended March 31, 2026 and 2025.2Consolidated Statements of Comprehensive Income (unaudited) for the Three Months Ended March 31, 2026and 2025.3Consolidated Statements of Changes in Shareholders’ Equity (unaudited) for the Three Months Ended March31, 2026 and 2025.4Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2026 and 2025.5Notes to Unaudited Consolidated Financial Statements.7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.42Item 3.Quantitative and Qualitative Disclosures About Market Risk.69Item 4.Controls and Procedures.69PART II. OTHER INFORMATION70Item 1.Legal Proceedings.70Item 1A.Risk Factors.70Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.70Item 3.Defaults Upon Senior Securities.70Item 4.Mine Safety Disclosures.70Item 5.Other Information.70Item 6.Exhibits.71Signatures72 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 or performance, future revenue, projected costs, prospects, plans, objectives of management and expectedmarket growth of Commercial Bancgroup, Inc., a Tennessee corporation (“Parent Company”), and its consolidated subsidiaries(collectively, the “Company,” “we,” “our,” “us,” or similar terms). These statements are often, but not always, made through the use ofwords or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,”“anticipate,” “seek,” “estimate,” “intend,” “plan,” “strive,” “projection,” “goal,” “target,” “aim,” “would,” “annualized” and “outlook,”or the negative version of these words or 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 o