🧾 What This Document Is

This is a DEF 14A, or Definitive Proxy Statement. Think of it as the official "meeting agenda and voter guide" for Commercial Bancgroup's shareholders. It's sent out ahead of the Annual Shareholders' Meeting scheduled for April 27, 2026. The document outlines what shareholders will vote on, provides background on the company and its leaders, and discloses important financial and governance details.

👉 Why it matters: If you own stock in this company, this document tells you what's on the ballot, who is asking for your vote, and how the company performed, so you can make informed decisions.

🏢 What The Company Does

Commercial Bancgroup, Inc. (Nasdaq: CBK) is the parent company of Commercial Bank, a community bank operating in Tennessee, Kentucky, and North Carolina.

👉 In simple terms: They are a traditional bank that takes deposits from customers and makes loans to individuals and businesses in their local communities. They emphasize a conservative, relationship-focused model. A major recent milestone was their transition from a private to a public company after nearly 50 years.

🚀 A Transformative Year: The IPO

The most significant event of 2025 was the company's Initial Public Offering (IPO). On October 3, 2025, Commercial Bancgroup began trading on the Nasdaq stock market.

👉 Why it matters: The IPO allowed the company to raise capital from public investors and provided liquidity for existing shareholders. It also means the company now has stricter reporting and governance requirements. The CEO's letter highlights they achieved this while still hitting record financial performance.

💰 Financial Highlights (Fiscal Year 2025)

The company reported record results for 2025. Here are the key performance indicators:

Net Income: $37.2 million (a record).
Earnings Per Share (Basic): $2.95.
Return on Average Assets (ROAA): 1.61% (a measure of profitability).
Return on Average Equity (ROAE): 15.60% (a measure of shareholder return).
Efficiency Ratio: 47.0% (a lower ratio is better, indicating strong cost control; noted as "top tier among peers").
Loan Portfolio: Grew to $1.9 billion.
Asset Quality: Remained strong with Nonperforming Assets at 0.28% of total assets and Net Charge-offs at 0.03% of total loans.

📦 What Shareholders Are Voting On

The Annual Meeting has two main proposals. The Board recommends a "FOR" vote on both.

Election of Directors (Proposal 1): Shareholders will vote to elect three Class I directors to serve until 2029. The nominees are:
- Sam A. Mars III (Age 74, Independent)
- Aaron A. Robertson (Age 39, not independent, family relation to other board members)
- Martha S. Spurlock (Age 68, Independent)
- The board is structured in three "classes" with staggered terms to provide stability.
Ratification of the Auditor (Proposal 2): Shareholders will vote to approve the appointment of Mauldin & Jenkins, LLC as the independent accounting firm for 2026. This is a standard "confirmation" vote.

👥 Who Owns the Company? (Security Ownership)

This section shows who has a significant stake in the company as of March 19, 2026.

Directors & Executive Officers as a Group: Own 36.2% of the ~13.7 million outstanding shares. This shows strong "skin in the game" from leadership.
Notable Individual Holdings:
- J. Adam Robertson (Executive Chairperson): 8.5%
- Martha S. Spurlock (Director): 9.2%
- Terry L. Lee (CEO): 5.5%
Larger Institutional Shareholders:
- AllianceBernstein L.P.: 9.1%
- Unified Shares, LLC: 8.5%
- T. Rowe Price Investment Management, Inc.: 5.8%

💼 Executive Compensation

The filing details how the top leaders were paid in 2025.

Terry L. Lee (CEO): Total compensation was $2.63 million. This included a $1.2 million stock award (RSUs) and a large cash bonus tied to the bank's 2024 pre-tax income. His 2025 base salary was $587,284.
J. Adam Robertson (Executive Chair): Total compensation was $512,069. He received a $120,000 discretionary bonus and an $80,000 bonus for board service.
Philip J. Metheny (CFO): Total compensation was $290,862.
Richard C. Sprinkle Jr. (Chief Credit Officer): Total compensation was $318,262.

👉 Key takeaway: A significant portion of the CEO's pay is tied to company performance (bank income and stock awards), aligning his interests with shareholders.

🏛️ Corporate Governance & Board Structure

The company describes its governance practices, which are designed for a newly public company.

Board Composition: The board has 9 members, classified into three staggered classes. 6 of the 9 directors are considered independent.
Key Committees: The board has an Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, each composed entirely of independent directors.
Family Ties: There are family relationships on the board. J. Adam Robertson and Aaron A. Robertson are first cousins, and both are second cousins to director Dennis Michael Robertson.
Ownership Guidelines: Directors and executives are required to own significant amounts of company stock to align their interests with shareholders.

📅 Key Logistics

Annual Meeting: April 27, 2026, at 12:00 p.m. Eastern Time.
Location: In person at the corporate office, 6710 Cumberland Gap Parkway, Harrogate, Tennessee 37752.
Record Date: Shareholders as of March 19, 2026, are entitled to vote.
Voting: Shareholders can vote by mail, internet, phone, or in person. Your vote is important!

🧠 The Analogy

Think of this proxy statement as the "owner's manual and town hall agenda" for a newly public company. After being a private family-like business for decades, Commercial Bancgroup is now owned by public shareholders. This document is their way of formally showing the new owners (shareholders) the company's performance report card (financials), introducing the managers (board & executives), and asking for their input on key decisions (voting proposals). It's all about transparency and accountability to the new, broader base of owners.

📇 Key Contacts & People

For questions about the Annual Meeting or proxy materials, contact:

Philip Metheny, Chief Financial Officer
- Email: [email protected]
- Phone: (423-869-5151)
Linda Hurst, Corporate Secretary

Named Executive Officers & Directors mentioned:

Terry L. Lee, President & CEO
J. Adam Robertson, Executive Chairperson
Philip J. Metheny, CFO
Richard C. Sprinkle, Jr., Chief Credit Officer
Sam A. Mars III, Director
Aaron A. Robertson, Director
Martha S. Spurlock, Director
Alan C. Neely, Director
Dennis Michael Robertson, Director
James J. Shoffner, Director
Charles L. Yates, Director

Independent Auditor:

Mauldin & Jenkins, LLC

🧩 Final Takeaway

This proxy marks Commercial Bancgroup's first report to shareholders as a public company. It highlights a successful IPO and record 2025 profits, but also reveals a board with significant family ties and concentrated ownership. Shareholders are being asked to ratify the auditor and re-elect directors, with management recommending a "FOR" vote on both items.

Commercial Bancgroup, Inc. — DEF 14A Filing