CBK 8-K
Commercial Bancgroup, Inc. (CBK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 3, 2025
Commercial Bancgroup, Inc.
(Exact name of registrant as specified in its charter)
| Tennessee | 001-42889 | 62-1039469 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
6710 Cumberland Gap Parkway
Harrogate, Tennessee 37752
(Address of principal executive offices) (Zip code)
(423) 869-5151
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17-CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17-CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, $0.01 par value per share | CBK | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On October 3, 2025, Commercial Bancgroup, Inc., a Tennessee corporation (the “Company”), completed its initial public offering of 7,173,092 shares of its common stock, $0.01 par value per share, 1,458,334 of which were sold by the Company and 5,714,758 of which were sold by certain selling shareholders, at a price to the public of $24.00 per share (the “Offering”). The Offering was registered pursuant to the Company’s Registration Statement on Form S-1 (Registration No. 333-289862), which the U.S. Securities and Exchange Commission declared effective on September 30, 2025.
On October 3, 2025, the Company issued a press release announcing the closing of the Offering. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2. of Form 8-K, this press release is deemed “furnished” and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information or Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | Description | |
| 99.1 | Press release of Commercial Bancgroup, Inc., dated October 3, 2025. |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COMMERCIAL BANCGROUP, INC. | ||
| Date: October 3, 2025 | By: | /s/ Terry L. Lee |
| Terry L. Lee | ||
| President and Chief Executive Officer | ||
2
Exhibit 99.1
Commercial Bancgroup, Inc. Announces Closing of over $172 Million Initial Public Offering
HARROGATE, TN – October 3, 2025 – Commercial Bancgroup, Inc. (“Commercial”), a Tennessee corporation and the bank holding company for Commercial Bank, a Tennessee state-chartered commercial bank, announced today the closing of its initial public offering of 7,173,092 shares of its common stock, 1,458,334 of which were sold by Commercial and 5,714,758 of which were sold by certain selling shareholders, at a public offering price of $24.00 per share. Commercial received net proceeds, after deducting underwriting discounts and commissions and estimated offering expenses, of approximately $30.6 million. Commercial intends to use the proceeds from the offering to repay certain Commercial indebtedness and redeem its outstanding subordinated debentures and related trust preferred securities, and to use the remaining proceeds, if any, for general corporate purposes. Commercial did not receive any proceeds from any sale of shares by the selling shareholders.
Commercial’s common stock began trading on October 2, 2025, on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “CBK.”
The underwriters have been granted a 30-day option to purchase up to an additional 1,075,963 shares of Commercial’s common stock from certain selling shareholders at the initial public offering price, less underwriting discounts and commissions.
Hovde Group, LLC acted as sole book-running manager for the offering.
K&L Gates LLP served as legal counsel to Commercial. Squire Patton Boggs (US) LLP served as legal counsel to Hovde Group, LLC. Bass, Berry & Sims PLC served as legal counsel to the selling shareholders.
A registration statement on Form S-1 (including a preliminary prospectus) relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 30, 2025. The offering was made only by means of a prospectus. Copies of the final prospectus relating to the offering may be obtained by contacting Hovde Group, LLC, Attention: Prospectus Department, 1629 Colonial Parkway, Inverness, Illinois 60067, by telephone toll-free at (833) 587-4159, or by email at [email protected].
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Investors may also view the registration statement, the preliminary prospectus, and the final prospectus on the SEC’s website at www.sec.gov.
About Commercial Bancgroup, Inc.
Commercial Bancgroup, Inc. is a bank holding company headquartered in Harrogate, Tennessee. Through our wholly owned subsidiary, Commercial Bank, a Tennessee state-chartered commercial bank, we offer a suite of traditional consumer and commercial banking products and services to businesses and individuals in select markets in Kentucky, North Carolina, and Tennessee. At June 30, 2025, Commercial had approximately $2.3 billion in total consolidated assets.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements” within the meaning of the U.S. federal securities laws. The statements in this press release that are not purely historical are forward-looking statements. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other variations or comparable terminology and expressions. This press release specifically contains forward-looking statements regarding Commercial’s anticipated use of the proceeds from the initial public offering. You should not place undue reliance on these forward-looking statements as actual future results may differ materially from those expressed or implied by any forward-looking statement. Forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond Commercial’s control, including but not limited to those set forth under “Risk Factors” in Commercial’s registration statement on Form S-1 related to the offering (Registration No. 333-289862). Commercial undertakes no obligation to update these forward-looking statements, as a result of changes in assumptions, new information, or otherwise, after the date of this press release, except as required by law.
Contacts:
Philip J. Metheny
Executive Vice President, Chief Financial Officer
Commercial Bancgroup, Inc.
[email protected]
423-869-5151 Ext. 3307
Roger Mobley
Executive Vice President, Assistant Chief Financial Officer
Commercial Bancgroup, Inc.
[email protected]
704-648-0185 Ext. 4118