Commercial Bancgroup, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

Commercial Bancgroup, Inc.

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Dear Fellow Shareholders,

We are excited to report the completion of a transformative year for your company, with Commercial Bancgroup, Inc. (Nasdaq: CBK) moving from 49 years of operating as a private company to the public markets with our successful initial public offering (IPO) on October 3 rd, and the listing of our common stock on Nasdaq. The IPO was completed while still maintaining record levels of financial performance illustrating the depth and talent of our executive managers and team members focused on delivering top level financial performance to our shareholders while continuing to provide superior customer service to our customers. Our community bank core values and business model coupled with conservative operating principles gives us the ability to produce strong financial performance through various business cycles.

During 2025, we continued to produce strong financial results. Our net income of $37.2 million represented a record level of earnings, while producing $2.95 basic earnings per share, a return on average assets of 1.61% and a return on average equity of 15.60%. Our efficiency ratio of 47.0% is top tier among our peers and demonstrates our focus on managing expenses. Loans grew to $1.9 billion with asset quality remaining strong, with nonperforming assets of 0.28% of total assets and net charge offs of 0.03% of total loans.

Our directors and management remain aligned with shareholders’ interest with a focus on our core community bank model and increasing shareholder value. We appreciate your support and confidence as shareholders and encourage you to work with us by referring friends, family and business associates to do business with our bank. We continue to develop as a large community bank operation in Tennessee, Kentucky and North Carolina and are confident we can meet all their banking needs.

Please join me in congratulating Jerry Carey on his retirement from the Board of Directors of Commercial Bank after more than 17 years of service and leadership. Jerry, being a former President and CEO of a community bank, provided valuable advice and steady leadership as we navigated various business cycles over his career as one of Commercial Bank’s directors.

We look forward to you joining us at our Annual Shareholders’ Meeting at our Corporate Office, 6710 Cumberland Gap Parkway, Harrogate, Tennessee 37752, at 12:00 p.m., Eastern Time, on April 27, 2026.

Sincerely,

/s/ Terry L. Lee

Terry L. LeePresident and Chief Executive Officer

6710 Cumberland Gap Parkway

Harrogate, Tennessee 37752

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

This notice is being given to shareholders of Commercial Bancgroup, Inc. (the “Company”), a Tennessee corporation, in connection with the Annual Meeting of Shareholders (the “Annual Meeting”) of the Company to be held at 12:00 p.m. Eastern Time on Monday, April 27, 2026. The Annual Meeting will be held at our principal executive office, which is located at 6710 Cumberland Gap Parkway, Harrogate, Tennessee 37752.

At the Annual Meeting, shareholders will vote on (i) the election of three Class I directors to serve until the 2029 annual meeting of the Company’s shareholders and thereafter until the election and qualification of their successors or a decrease in the number of directors, (ii) the ratification of the appointment of Mauldin & Jenkins, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and (iii) such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. Each of these items is described in the accompanying proxy statement, which we encourage you to read carefully.

Holders of record of the Company’s common stock as of the close of business on March 19, 2026 are entitled to receive notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

If you have questions regarding this notice or the Annual Meeting, please contact:

Philip Metheny, Chief Financial Officer

ir@cbtn.com

(423-869-5151)

by order of the board of directors

/s/ Linda Hurst

YOUR VOTE IS IMPORTANT You are encouraged to vote as soon as possible. Whether or not you plan to attend the Annual Meeting, please read the proxy statement in its entirety and then vote by completing, dating, and signing the enclosed proxy card and promptly mailing it in the enclosed envelope. For your convenience, you may also vote via the internet or by telephone per the instructions on the proxy card. Submitting your proxy by one of these methods will ensure that your shares are represented at the Annual Meeting.

The Notice of 2026 Annual Meeting of Shareholders, proxy statement, and proxy card are expected to be mailed to our shareholders on or about April 6, 2026.