Commercial Bancgroup, Inc. · NASDAQ:CBK
Commercial Bancgroup — IPO Roadshow (September 2025)
34 slides from Commercial Bancgroup's IPO roadshow presentation, Sep 22, 2025
Slide 1: Investor Presentation
Investor Presentation September 22 , 2025 COMMERCIAL BANCGROUP, INC.
Slide 2: Important Notices and Disclaimers
2 Important Notices and Disclaimers Commercial Bancgroup, Inc. (the “Company,” “Commercial,” “CBK,” “we,” “our,” or “us”) has filed a Registration Statement on F orm S - 1 (Commission File No. 333 - 289862), as it may be amended from time to time (the “Registration Statement”), with the U.S. Securit
Slide 3: Important Notices and Disclaimers
3 Important Notices and Disclaimers Non - GAAP Financial Measures This Presentation contains certain financial measures that are not measures recognized under generally accepted accounting pr inc iples in the U.S. (“GAAP”) and, therefore, are considered non - GAAP financial measures. The Appendix to
Slide 4: Offering Summary
4 Offering Summary Commercial Bancgroup , Inc. Issuer CBK | NASDAQ Capital Market Ticker | Exchange $100.0M comprised of $25.0M Primary Shares and $75.0M Secondary Shares (excludes the overallotment option) Base Offering Size $25.75 – $27.75 per share Filing Range 3,738,317 Total, comprised of 934,5
Slide 5: Company Overview
5 Company Overview Headquarters: Harrogate, TN Branches 2 : 34 Total Assets: $2.3 Billion Total Loans: $1.8 Billion Total Deposits: $1.9 Billion 1 Non - GAAP financial measure. See Appendix for a reconciliation of non - GAAP financial measures. 2 Includes the banking facility located in our principa
Slide 6: Investment Merits
6 Investment Merits Competitive Strengths Experienced and invested leadership team with meaningful ownership Successfully completed five whole - bank acquisitions since 2008 with a focus on balance sheet and customer retention Diversified, commercially focused loan portfolio well - positioned in att
Slide 7: Executive Management Team
7 Executive Management Team ■ Our executive management team has over 100 years of collective experience in the banking industry and has managed through multiple operating cycles Terry L. Lee President, Chief Executive Officer, and Director Terry L. Lee has 35 years of experience in the banking indus
Slide 8: Business Evolution, Timeline & Milestones
8 Business Evolution, Timeline & Milestones Source: Company documents Early History History of Deposit - Focused Acquisitions, De Novo Expansion & Organic Growth Positioning for Growth The Bank was founded as Commercial Bank of Claiborne County by E. Oscar Robertson on June 9, 1976 1976 1979 The Ban
Slide 9: Strategic & Operational Vision
9 Strategic & Operational Vision We will maintain our focus on strong, profitable, organic growth in our core markets, as we focus on acquisition opportunities in Tennessee, North Carolina, South Carolina and North Georgia Responsible Growth Acquisition strategy: ■ Community bank consolidator provid
Slide 10: Top Tier Financial Performance vs. Tennessee & Southeastern Peers
10 Top Tier Financial Performance vs. Tennessee & Southeastern Peers Financial data as of the six months ended June 30, 2025, unless otherwise noted. 1 All banks headquartered in TN. 2 Banks with total assets $1 - 5B headquartered in the Southeast; Southeast region includes AL, AR, FL, GA, MS, NC, S
Slide 11: Driving Shareholder Value is Our Top Priority
$9.70 $11.20 $12.93 $14.43 $17.12 $18.22 2020 2021 2022 2023 2024 2Q25 $1.08 $1.58 $2.08 $2.54 $2.75 $1.47 $2.94 2020 2021 2022 2023 2024 YTD* 11 Driving Shareholder Value is Our Top Priority Tangible Book Value Per Share ($) 1 Core Earnings Per Share ($) 1 Core Efficiency Ratio 1 Core ROATCE 1 Core
Slide 12: Recent Developments
12 Recent Developments Preliminary Estimates for the Nine Months Ending on September 30, 2025 $68.0M – $66.5M Revenue 49% – 46% Efficiency Ratio $36.5M – $35.0M Pre - tax, Pre - provision Net Income 1 Estimates for the Year Ending on December 31, 2025 $93.0M – $91.0M Revenue 49% – 46% Efficiency Rat
Slide 13: Mix of High Growth Metro and Stable, Deposit Rich Community Markets
Metropolitan 26% Community 74% Metropolitan 14% Community 86% Metropolitan 58% Community 42% 13 Mix of High Growth Metro and Stable, Deposit Rich Community Markets Key Franchise Metrics by Metropolitan and Community Markets Deposit Mix by Market Type Loans HFI by Market Type Branches by Market Type
Slide 14: Key Markets Overview/Dynamics
$89.9 $94.4 $79.2 $63.7 $68.3 $85.7 Charlotte MSA Nashville MSA Knoxville MSA Kingsport- Bristol MSA Johnson City MSA National Average Projected Population Change (2025 – 2030) 1 14 Key Markets Overview/Dynamics ■ A premier financial and economic hub within the Southeastern U.S. with an estimated po
Slide 15: Proven M&A Strategy / Seven Historical Acquisitions
15 Proven M&A Strategy / Seven Historical Acquisitions 1986 2001 2008 2016 2018 2020 2023 2024 Purchased Union County Bank from the FDIC Maynardville, TN Acquired Middlesboro Federal Bank Middlesboro, KY Branches: 3 Assets: $126M Loans: $100M Deposits: $108M Acquired The Union National Bank and Trus
Slide 16: Consistent Balance Sheet Growth
$124 $140 $158 $196 $220 $235 2020 2021 2022 2023 2024 2Q25 $1,350 $1,449 $1,421 $1,820 $1,939 $1,851 2020 2021 2022 2023 2024 2Q25 $1,234 $1,194 $1,318 $1,670 $1,789 $1,774 2020 2021 2022 2023 2024 2Q25 $1,614 $1,713 $1,742 $2,197 $2,301 $2,263 2020 2021 2022 2023 2024 2Q25 16 Consistent Balance Sh
Slide 17: Consolidated Capital Ratios
9.0% 8.1% 9.1% 9.9% 11.5% 10.2% 11.1% 12.1% 12.8% 11.4% 12.3% 13.4% 2022 2023 2024 2Q25 TCE Ratio CET1 Ratio Total Risk-based Capital 17 Consolidated Capital Ratios Capital Ratios (%) Capital Position Simple Capital Structure 90% 89% 90% 91% 3% 3% 2% 2% 7% 8% 8% 7% 2022 2023 2024 2Q25 Common Equity
Slide 18: Core Deposit Rich Franchise
$448 $510 $504 $812 $909 $838 $765 $799 $752 $839 $869 $868 $137 $139 $164 $169 $160 $146 $1,350 $1,448 $1,420 $1,820 $1,939 $1,851 2020 2021 2022 2023 2024 2Q25 Public Consumer Commercial $626 $725 $758 $922 $976 $927 $491 $509 $488 $659 $693 $702 $1,117 $1,234 $1,245 $1,581 $1,669 $1,629 2020 2021
Slide 19: Loan Portfolio Detail
Retail 81% 1 - 4 Rental 1% Office 6% Warehouse/ Industrial 3% Construction and Land 3% Self Storage 3% Mobile Home Park 1% All Other CRE 2% $179 $150 $167 $160 $188 $166 $230 $216 $254 $337 $430 $433 $251 $257 $311 $317 $367 $364 $660 $624 $732 $814 $984 $963 2020 2021 2022 2023 2024 2Q25 C&I Owner
Slide 20: Loan Portfolio Detail (cont'd)
Due in One Year or Less 17% Due after One Year Through Five Years 46% Due after Five Years 37% Fixed Rate 40% Adjustable Rate 60% 20 Loan Portfolio Detail (cont’d) Loans by Geography C&I and Owner - occupied CRE by Industry ($M) Financial data as of the six months ended June 30, 2025 Source: Company
Slide 21: Asset Quality
$7,981 $10,825 $10,071 0.47% 0.60% 0.56% 2023 2024 2Q25 $23,839 $7,095 $5,722 $6,276 $5,893 $6,713 1.48% 0.41% 0.33% 0.29% 0.26% 0.30% 2020 2021 2022 2023 2024 2Q25 21 Asset Quality Loan Loss Reserve / NPAs (%) Criticized and Classified Loans / Loans (%) Net Charge - offs (Recoveries) / Average Loan
Slide 22: Loans by Credit Quality Indicators
Pass 99.4% Special Mention 0.23% Substandard 0.33% Pass 100.0% Pass 99.7% Special Mention 0.04% Substandard 0.24% Pass 99.5% Special Mention 0.42% Substandard 0.06% Pass 100.0% Pass 98.6% Special Mention 0.23% Substandard 1.13% Pass 99.98% Substandard 0.02% Pass 99.6% Special Mention 0.25% Substanda
Slide 23: Asset/Liability Forecast and Historical NIM Trends
$173.7 $243.2 $18.7 $8.0 $27.8 $59.4 $10.7 $0.0 $443.7 $97.8 3 Months 3 Months to 12 Months Over 12 Months to 3 Years Over 3 Years Total Time Deposits Less Than $250K Time Deposits Greater Than or Equal to $250K 23 Asset/Liability Forecast and Historical NIM Trends Yield/Cost Analysis Interest Rate
Slide 24: Highly Liquid Investment Portfolio
Is this what you were thinking? ($2,848) ($1,733) ($1,326) 1.4% 0.8% 0.6% 2023 2024 2Q25 Unrealized Gains (Losses) on AFS Portfolio % of Total Equity Due in One Year or Less 40% Due after One Year through Five Years 27% Due after Five Years through Ten Years 3% Due after Ten Years 2% Mortgage - Back
Slide 25: Excellent Liquidity
44.2% 45.3% 40.6% 38.5% 35.3% 37.6% 156.6% 133.9% 111.0% 117.0% 110.0% 115.1% 200.8% 179.2% 151.6% 155.6% 145.3% 152.7% 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 On-Balance Sheet / UU Deposits Available Sources / UU Deposits $161,252 $170,926 $203,507 $196,020 $182,079 $184,090 7.36% 7.76% 9.14% 8.57% 8.08% 8.1
Slide 26: Investment Highlights
26 Investment Highlights 1 Investment Highlights History of robust organic growth and proven top tier financial performance Experienced management team with vested ownership Best - in - class shareholder returns with a focus on EPS and TBVPS growth Balanced franchise with a combination of high growt
Slide 27: Appendix
i Appendix
Slide 28: Board of Directors
28 Board of Directors Dennis Michael Robertson (74) Director (since 2023; Director of the Bank since 1995) Mr. Robertson graduated from the University of Tennessee in 1973 with a Business Administration degree in accounting. He graduated with honors in 1975 from the University of Tennessee School of
Slide 29: Capitalization Table
29 Capitalization Table ■ The following table shows our capitalization, including regulatory capital ratios, on a consolidated basis, as of June 30, 20 25: ■ on an actual basis; and ■ on a pro forma as adjusted basis, after giving effect to ( i ) the issuance and sale by us of shares of our common s
Slide 30: Historical Selected Financials
30 Historical Selected Financials Source: Company documents ($ in thousands, except per share) 2025 2024 2024 2023 2022 2021 2020 Statement of Operations Data: Interest and dividend income 61,625$ 61,259$ 123,213$ 102,637$ 65,320$ 59,206$ 62,412$ Interest expense 22,226 22,498 45,629 30,536 8,399 8,
Slide 31: Historical Selected Financials
31 Historical Selected Financials Source: Company documents ($ in thousands, except per share) 2025 2024 2024 2023 2022 2021 2020 Per Share Data: Common shares outstanding at period end 12,239,644 12,208,881 12,113,144 12,211,756 12,052,088 12,201,988 12,347,463 Weighted average common shares (dilut
Slide 32: Non-GAAP Financial Measures Reconciliations
32 Non - GAAP Financial Measures Reconciliations Source: Company documents ($ in thousands, except per share) 2025 2024 2024 2023 2022 2021 2020 Pre-Tax Pre-Provision Net Income: Pre-tax income 22,759$ 20,708$ 40,572$ 39,692$ 32,364$ 25,273$ 17,137$ Add: provision for loan and lease losses - 1,501 1
Slide 33: Non-GAAP Financial Measures Reconciliations
33 Non - GAAP Financial Measures Reconciliations Source: Company documents ($ in thousands, except per share) 2025 2024 2024 2023 2022 2021 2020 Tangible Common Equity to Tangible Assets: Tangible common equity 223,013$ 191,401$ 207,411$ 176,227$ 155,841$ 136,653$ 119,770$ Total assets 2,262,511 2,2
Slide 34: Non-GAAP Financial Measures Reconciliations
34 Non - GAAP Financial Measures Reconciliations Source: Company documents ($ in thousands, except per share) 2025 2024 2024 2023 2022 2021 2020 Core Return on Average Tangible Common Equity: Average tangible common equity 211,415$ 177,712$ 190,424$ 166,034$ 146,247$ 128,212$ 114,958$ Core net incom