Commercial Bancgroup, Inc.

S-11 ea0235885-06.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on August 26, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

6710 Cumberland Gap Parkway

Harrogate, Tennessee 37752

(423) 869-5151

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Terry L. Lee

President and Chief Executive Officer

6710 Cumberland Gap Parkway

Harrogate, Tennessee 37752

(423) 869-5151

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement will become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling shareholders may sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor is it soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated August 26, 2025

PRELIMINARY PROSPECTUS

Shares

This is the initial public offering (this “offering”) of shares of common stock, $0.01 par value per share (our “common stock”), of Commercial Bancgroup, Inc., a Tennessee corporation and the bank holding company for Commercial Bank, a Tennessee state-chartered commercial bank.

We are offering shares of our common stock in this offering. The selling shareholders identified in this prospectus are offering an additional shares of common stock in this offering. We and the selling shareholders will be selling the shares of our common stock at the same fixed price. We will not receive any of the proceeds from the sale of the shares being sold by the selling shareholders in this offering.

Prior to this offering, there has been no established public trading market for our common stock. We have applied to list our common stock on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CBK.” We currently estimate that the initial public offering price per share of our common stock will be between $ and $ per share. We believe that upon the completion of this offering, we will meet the standards for listing on Nasdaq, and the completion of this offering is contingent upon such listing.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities law and, as such, may elect to comply with certain reduced public company reporting requirements after the completion of this offering. See “Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our common stock involves risks. See “Risk Factors,” beginning on page 23, for a discussion of certain risks that you should consider before investing in our common stock.

None of the U.S. Securities and Exchange Commission (the “SEC”), any state securities commission, the Federal Deposit Insurance Corporation (the “FDIC”), the Board of Governors of the Federal Reserve System nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

These securities are not deposits, savings accounts or other obligations of any bank or savings association and are not insured or guaranteed by the FDIC or any other governmental agency and are subject to investment risks, including the possible loss of the entire amount you invest.

(1) See “Underwriting” for additional information regarding the underwriting discounts and commissions and certain expenses payable to the underwriter by us.

At our request, the underwriter has reserved up to % of the shares of common stock offered by this prospectus for sale at the initial public offering price through a directed share program to directors, executive officers and employees of the Company and the Bank and other designated persons. See “Underwriting — Directed Share Program.”

This is a firm commitment underwritten offering. The underwriter has the option to purchase up to an additional shares from the selling shareholders to cover over-allotments, if any, at the initial public offering price less the underwriting discount within 30 days of the date of this prospectus.

The underwriter expects to deliver the shares of our common stock to purchasers on or about , 2025 through thebook-entry facilities of The Depository Trust Company.

Sole Book-Running Manager

Hovde Group, LLC

The date of this prospectus is , 2025