Commercial Bancgroup, Inc.

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements may include statements relating to our strategies, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth. These statements are often, but not always, made through the use of words or phrases such as “may,” “can,” “should,” “could,” “to be,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “likely,” “anticipate,” “seek,” “strive,” “estimate,” “intend,” “plan,” “target,” “project,” “would” and “outlook,” or the negative version of these words or other similar words or phrases of a future or forward-looking nature.

These forward-looking statements are not statements of historical facts and are based on assumptions and estimates that we believe to be reasonable in light of the information available to us at this time. However, these forward-looking statements are subject to significant risks and uncertainties, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Factors that could cause our actual results to differ materially from those indicated in these forward-looking statements can be found in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this prospectus. These factors include, but are not limited to, the following:

• business and economic conditions nationally, regionally and in our target markets, particularly in Kentucky, North Carolina and Tennessee and the particular geographic areas in which we operate;

• the level of, or changes in the level of, interest rates and inflation, including the effects thereof on our earnings and financial condition and the market value of our investment and loan portfolios;

• the concentration of our loan portfolio in real estate loans and changes in the prices, values and sales volumes of commercial and residential real estate;

• the concentration of our business within our geographic areas of operation in Kentucky, North Carolina and Tennessee and neighboring markets;

• credit and lending risks associated with our CRE, commercial, and C&D loan portfolios;

• risks associated with our focus on lending to small and mid-sized businesses;

• our ability to maintain important deposit customer relationships, maintain our reputation or otherwise avoid liquidity risks;

• changes in demand for our products and services;

• the failure of assumptions and estimates underlying the establishment of allowances for possible credit losses and other asset impairments, losses, valuations of assets and liabilities and other estimates;

• the sufficiency of our capital, including sources of such capital and the extent to which capital may be used or required;

• our inability to secure a “satisfactory” CRA rating at our next scheduled CRA examination in October 2025;

• risks that our cost of funding could increase in the event we are unable to continue to attract stable, low-cost deposits and reduce our cost of deposits;

• our inability to raise necessary capital to fund our growth strategy and operations or to meet increased required minimum regulatory capital levels;

• our ability to execute and prudently manage our growth and execute our business strategy, including expansionary activities;

• the composition of and changes in our management team and our ability to attract, incentivize and retain key personnel;

• the effects of competition from a wide variety of local, regional, national and other providers of financial, investment, trust and other wealth management services and insurance services, including the disruption effects of financial technology and other competitors who are not subject to the same regulations as the Company and the Bank;

• the deterioration of our asset quality or the value of collateral securing loans;

• changes in our accounting standards;

• the effectiveness of our risk management framework, including internal controls;

• severe weather, natural disasters, pandemics, epidemics, acts of war, terrorism, or other external events, such as the transition risk associated with climate change, and other matters beyond our control;

• changes in technology or products that may be more difficult, costly, or less effective than anticipated;

• the risks of acquisitions and other expansionary activities, including without limitation our ability to identify and consummate transactions with potential future acquisition candidates, the time and costs associated with pursuing such transactions, our ability to successfully integrate operations as part of such transactions and our ability, and possible failures, to achieve expected gains, revenue growth, expense savings and/or other synergies from such transactions;

• our ability to maintain our historical rate of growth;

• failure to keep pace with technological change or difficulties when implementing new technologies;

• systems failures or interruptions involving our risk management framework, our information technology and telecommunications systems or third-party service providers;

• our ability to identify and address unauthorized data access, cyber-crime and other threats to data security and customer privacy;

• our compliance with governmental and regulatory requirements, including the BHC Act, and other laws relating to banking, consumer protection, securities and tax matters, and our ability to maintain licenses required in connection with mortgage origination, sale and servicing operations;

• compliance with the Bank Secrecy Act, OFAC rules and anti-money laundering laws and regulations;

• governmental monetary and fiscal policies;

• changes in laws, rules, or regulations, or interpretations thereof, or policies relating to financial institutions or accounting, tax, trade, monetary or fiscal matters;

• our ability to receive dividends from the Bank and satisfy our obligations as they become due;

• the institution and outcome of litigation and other legal proceedings against us or to which we become subject;

• the limited experience of our management team in managing and operating a public company;

• the incremental costs of operating as a public company;

• the effect of the concentrated ownership of our common stock by Robertson Holding Co. and Unified Shares; and

• our ability to meet our obligations as a public company, including our obligations under Section 404 of the Sarbanes-Oxley Act.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements and the “Risk Factors” included in this prospectus. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions or estimates prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements.

Any forward-looking statement speaks only as of the date it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.