Business Description

We are a bank holding company with our principal executive offices located in Harrogate, Tennessee, and have elected under the BHC Act to become a financial holding company. We were incorporated in Tennessee in 1975, and we operate primarily through our wholly owned bank subsidiary, Commercial Bank, a Tennessee banking corporation organized in 1976 (the “Bank”). The Bank is a full-service community banking institution that offers traditional consumer and commercial products and services to serve businesses and individuals in select markets in Kentucky, North Carolina, and Tennessee. As of December 31, 2025, we had total consolidated assets of $2.3 billion, loans, net of allowance for credit losses, of $1.9 billion, deposits of $1.8 billion and total shareholders’ equity of $285.3 million, and we operated 34 banking offices. Our primary service areas in Tennessee are (i) the metropolitan statistical areas (the “MSAs”) of (a) Nashville-Davidson — Murfreesboro — Franklin, Tennessee (the “Nashville MSA”), (b) Knoxville, Tennessee (the “Knoxville MSA”), and (c) Kingsport-Bristol, Tennessee-Virginia and Johnson City, Tennessee (collectively, the “Tri-Cities MSA”), and (ii) Claiborne County, Cocke County, Union County, and Hamblen County, and their surrounding areas. In Kentucky, we primarily serve the communities in Southeast Kentucky, with branches in Barbourville, Corbin, Cumberland, Harlan, London, Middlesboro, and Pineville. Upon the Bank’s merger with Alliance Bank & Trust Company (“Alliance”) on July 1, 2024, we expanded our services to North Carolina, including parts of the Charlotte-Concord-Gastonia, North Carolina-South Carolina MSA (the “Charlotte MSA”), with branches in Shelby, Kings Mountain and Gastonia. We also operate one loan production office (“LPO”) in Lincolnton, North Carolina. Through our many years of growth, our experiences have shaped our character. We continue to pursue our mission to create positive experiences for every customer, every day. Through drastic changes in technology and the economy, we have remained strong and continue to enjoy long-term, positive working relationships with our customers and communities. Initial Public Offering On October 3, 2025, we completed an initial public offering (“IPO”) of 7,173,092 shares of our common stock at an IPO price of $24.00 per share, with 1,458,334 shares sold by us and 5,714,758 shares sold by certain selling shareholders. We received net proceeds of approximately $29.9 million, after deducting underwriting discounts and commissions of approximately $2.3 million and offering expenses, including legal, accounting, and other expenses, of approximately $2.8 million. On October 7, 2025, the Company used $20.5 million of its net proceeds from the IPO to fully repay its outstanding holding company loan agreement with Community Trust Bank, Inc. (the “CTB Loan”). Reclassification In connection with the IPO, on September 18, 2025, the Company filed with the Tennessee Secretary of State an amended and restated charter (the “A&R Charter”) providing for (i) the automatic reclassification and conversion of each outstanding share of the Company’s Class B common stock, $10.00 par value per share (“Class B Common Stock”), into 1.15 shares of common stock, and the automatic reclassification and conversion of each outstanding share of the Company’s Class C common stock, $10.00 par value per share (“Class C Common Stock”), into 1.05 shares of common stock and (ii) effective immediately following the reclassification, a 250-for-1 forward stock split whereby each holder of common stock received 249 additional shares of common stock for each share of common stock owned as of immediately following the reclassification. All share and per share amounts set forth in the consolidated financial statements of the Company have been retroactively restated to reflect the reclassification and conversion and stock split as if they had occurred as of the earliest period presented. 1 Business Strategy Our business strategy is to grow through both acquisitions and organically in our current markets and any new markets. We have been very successful with integrating our past acquisitions and growing organically in both existing and new markets. We intend to execute our strategic plan through the following: ● Continuing Our Growth Strategy .…