Commercial Bancgroup, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures The Company’s management, including our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Annual Report on Internal Control over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Attestation Report of Independent Auditor In accordance with the JOBS Act enacted on April 5, 2012, the Company qualifies as an “emerging growth company,” which entitles the Company to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Specifically, the JOBS Act defers the requirement to have the Company’s independent auditor assess the Company’s internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act. As such, the Company is exempted from the requirement to include an auditor attestation report in this Annual Report for so long as the Company remains an emerging growth company, which may be for as long as five years following the Company’s initial registration in the United States. Changes in Internal Control over Financial Reporting There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 9B. OTHER INFORMATION Rule 10b5-1 Trading Plans During the quarter ended December 31, 2025, no directors or executive officers entered into, modified or terminated contracts, instructions or written plans for the sale or purchase of the Company’s securities that were intended to satisfy the affirmative defense conditions of Rule 10b5-1 or that constituted non-Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K). ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not Applicable. 85 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The information required to be disclosed by this item will be disclosed in, and is incorporated herein by reference to, the Company’s definitive proxy statement for its 2026 Annual Meeting of Shareholders (“Proxy Statement”) to be filed with the SEC no later than 120 days after December 31, 2025. ITEM 11. EXECUTIVE COMPENSATION The information required to be disclosed by this item will be disclosed in, and is incorporated herein by reference to, the Company’s Proxy Statement to be filed with the SEC no later than 120 days after December 31, 2025. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required to be disclosed by this item will be disclosed in, and is incorporated herein by reference to, the Company’s Proxy Statement to be filed with the SEC no later than 120 days after December 31, 2025. The following table summarizes information concerning the Company’s equity compensation plans at December 31, 2025: Plan category (a) Number of securities to be issued upon exercise of outstanding options Weighted average exercise price of outstanding options Number of securities remaining available for future issuance (excluding securities represented in column (a)) Equity compensation plans approved by shareholders: 2025 Omnibus Incentive Plan 45,783 24.02 804,217 Total 45,783 $ 24.02 804,217 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required to be disclosed by this item will be disclosed in, and is incorporated herein by reference to, the Company’s Proxy Statement to be filed with the SEC no later than 120 days after December 31, 2025. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required to be disclosed by this item will be disclosed in, and is incorporated herein by reference to, the Company’s Proxy Statement to be filed with the SEC no later than 120 days after December 31, 2025. 86 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES We have filed the following documents as part of this Annual Report on Form 10-K: 1. Consolidated Financial Statements See Index to Consolidated Financial Statements in Part II, Item 8, “Financial Statements” in this Annual Report on Form 10-K. 2. Financial Statement Schedules No financial statement schedules are provided because the information called for is not required or is shown in the financial statements or the notes thereto. 3. Exhibits The documents set forth below are filed herewith or incorporated herein by reference to the location indicated. List of Exhibits Number Description 3.1 Amended and Restated Charter of Commercial Bancgroup, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2025) 3.2 Amended and Restated Bylaws of Commercial Bancgroup, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2025) 4.1* Description of Securities 10.1# Employment Agreement, by and among Commercial Bancgroup, Inc., Commercial Bank, and Terry L. Lee. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2025) 10.2# Employment Agreement, by and among Commercial Bancgroup, Inc., Commercial Bank, and Philip J. Metheny. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2025) 10.3# Employment Agreement, by and between Commercial Bank and Richard C. Sprinkle, Jr. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2025) 10.4# Form of Director and Executive Officer Indemnification Agreement (incorporated by reference to Exhibit 10.6 to Commercial Bancgroup Inc.’s Registration Statement on Form S-1/A filed with the SEC on September 22, 2025). 10.5# Commercial Bancgroup, Inc. 2025 Omnibus Incentive Plan. (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2025) 10.6# Form of Employee Restricted Stock Unit Award Agreement. (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2025) 10.7#* Form of Director Restricted Stock Unit Award Agreement 19.1* Insider Trading Policy 21.1 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on September 22, 2025) 23.1* Consent of Mauldin Jenkins, LLC 24.1* Power of Attorney contained on the signature pages of this 2025 Annual Report on Form 10-K and incorporated herein by reference 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1* Policy for Recoupment of Incentive Compensation 101. Inline XBRL Interactive Data 104 Cover Page Interactive Data File (embedded within the Inline XBRL document in Exhibit 101) * Filed herewith. ** Furnished herewith. # Management contract or compensatory plan or arrangement. ITEM 16. FORM 10-K SUMMARY None. 87 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. COMMERCIAL BANCGROUP, INC. Dated: March 24, 2026 By: /s/ Terry L. Lee Name: Terry L. Lee Title: President and Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoint Terry L. Lee and Philip J. Metheny, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his substitute or substituted, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Terry L. Lee President, Chief Executive Officer, and Director March 24, 2026 Terry L. Lee (Principal Executive Officer) /s/ Philip J. Metheny Senior Executive Vice President, Chief Financial Officer March 24, 2026 Philip J. Metheny (Principal Financial Officer and Principal Accounting Officer) /s/ Alan C. Neely Director March 24, 2026 Alan C. Neely /s/ Sam A. Mars III Director March 24, 2026 Sam A. Mars III /s/ Aaron A. Robertson Director March 24, 2026 Aaron A. Robertson /s/ Dennis Michael Robertson Director March 24, 2026 Dennis Michael Robertson /s/ J. Adam Robertson Director March 24, 2026 J. Adam Robertson /s/ James J. Shoffner Director March 24, 2026 James J. Shoffner /s/ Martha S. Spurlock Director March 24, 2026 Martha S. Spurlock /s/ Charles L. Yates Director March 24, 2026 Charles L. Yates 88