Commercial Bancgroup, Inc.

If you invest in our common stock, your ownership interest will be diluted to the extent that the initial public offering price per share of our common stock exceeds the as adjusted net tangible book value per share of our common stock immediately following this offering.

As of June 30, 2025, we had net tangible book value of approximately $223,013, or $18.22 per share. Net tangible book value per share represents the book value of our total tangible assets less the book value of our total liabilities divided by the number of shares of common stock then issued and outstanding. Net tangible book value per share is a non-GAAP financial measure. The most directly comparable GAAP financial measure to net tangible book value per share is book value per share. See our reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure under the caption “Non-GAAP Financial Measures.”

After (i) giving effect to the Stock Reclassification and the Stock Split, (ii) giving effect to the sale of shares of our common stock in this offering and the use of proceeds therefrom and (iii) deducting estimated underwriting discounts and commission and estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2025 would have been approximately $ , or $ per share of common stock. This represents an immediate [increase] in net tangible book value of $ per share to our existing shareholders and an immediate dilution of $ per share to new investors purchasing common stock in this offering, or approximately % of the assumed initial public offering price of $ per share (the midpoint of the price range on the cover page of this prospectus). Sales of shares by the selling shareholders will have no effect on our book value per share or our net tangible book value per share.

The following table illustrates the calculation of the amount of dilution per share as of June 30, 2025 that a purchaser of our common stock in this offering would incur given the assumptions above:

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share (the midpoint of the price range on the cover page of this prospectus) would increase (decrease) our as adjusted net tangible book value per share after this offering by $ per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts, commissions and offering expenses payable by us.

The following table summarizes the total consideration paid to us and the average price paid per share by existing shareholders and investors purchasing common stock in this offering. To the extent that any of our officers or directors or any promoters, or any persons affiliated with any of the foregoing, participated in an offering of our common stock, these individuals paid the same price as all other participants in the same offering. This information is presented on an as adjusted basis as of June 30, 2025, after giving effect to our sale of shares of our common stock in this offering at an assumed initial public offering price of $ per share (the midpoint of the price range on the cover page of this prospectus).

Sales of an estimated shares of common stock by the selling shareholders in this offering will cause the number of shares held by existing shareholders to be reduced to shares, or % of the total number of shares of our common stock outstanding immediately following the completion of this offering, and will increase the number of shares held by new investors by shares, or % of the total number of shares outstanding immediately following the completion of this offering.

After giving effect to the sale of shares of common stock in this offering by the selling shareholders and us, if the underwriter’s option to purchase additional shares is exercised in full, our existing shareholders would own approximately % and our new investors would own approximately % of the total number of shares of our common stock outstanding immediately after this offering.

The dilution information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering to be determined at pricing. To the extent we issue any other securities or convertible debt in the future, investors will experience further dilution.