Company Description

We are a bank holding company headquartered in Harrogate, Tennessee, and have elected under the Bank Holding Company Act of 1956, as amended (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 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. 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. The Bank was founded as Commercial Bank of Claiborne County, a full-service Tennessee-chartered bank, by E. Oscar Robertson on June 9, 1976. On November 1, 1976, the Bank opened for business in Harrogate, Tennessee. Approximately three years later, on January 8, 1979, we opened our first branch in Speedwell, Tennessee. In the following years, our growth has been driven primarily by organic expansion in existing markets and into new markets and through our strategic acquisitions. Over the last five years, we have had a total asset compound annual growth rate (“CAGR”) of 8% while maintaining profitability, credit quality and prudent capital management. Please refer to the “Total Assets” chart below on page 2 of this prospectus for the annual growth in our total assets for each of the fiscal years ended December 31, 2020 through 2024 and for the six months ended June 30, 2025. The following information summarizes our growth history: • On April 23, 1986, we acquired Union County Bank’s three branch locations in Maynardville and Luttrell, Tennessee through an FDIC-assisted transaction. • On November 16, 2001, we acquired Middlesboro Federal Bank (Middlesboro, Kentucky) with its four offices located in Middlesboro, Pineville, and Cumberland, Kentucky, and in the Fountain City community of Knoxville, Tennessee. • On September 8, 2008, we acquired The Union National Bank and Trust Company of Barbourville (Barbourville, Kentucky) with its five branch locations in Barbourville and Corbin, Kentucky. • By the end of 2008, our total assets had increased to over $700 million. • On March 1, 2014, we opened an LPO in Nashville, Tennessee, and by December 31, 2014, we had over $18 million in outstanding loan balances in the Nashville MSA. • On April 18, 2016, we acquired National Bank of Tennessee (Newport, Tennessee), which added two new branches to our network. • On August 15, 2017, we announced the acquisition of Citizens Bank (New Tazewell, Tennessee) with its three branch locations in New Tazewell, Harrogate, and Morristown, Tennessee, and an LPO in Kingsport, Tennessee, which was merged into our current Kingsport, Tennessee office. • On March 1, 2019, we transitioned our LPO in Nashville, Tennessee to a full-service branch in Brentwood, Tennessee (part of the Nashville MSA). As of March 31, 2019, we had over $110 million in outstanding loan balances in the Nashville MSA. • On February 1, 2020, we acquired First National Bank and Trust (London, Kentucky) with its four branches in London and Corbin, Kentucky resulting in our total assets exceeding $1.5 billion. • On June 1, 2023, we acquired a majority ownership interest in AB&T Financial Corporation (“AB&T”) (Gastonia, North Carolina), the parent company of Alliance. On June 30, 2024, we acquired the remaining minority ownership interests in AB&T, and on July 1, 2024, Alliance merged with the Bank. The acquisition of Alliance added four branches and one LPO to our network and expanded our reach into North Carolina, including the Charlotte MSA. • We expect to open a de novo branch office in Belmont, North Carolina during 2026, which will further increase our presence in the Charlotte MSA. --- As of June 30, 2025, we had total consolidated assets of $2.3 billion, loans, net of allowance for credit losses, of $1.8 billion, deposits of $1.9 billion and total shareholders’ equity of $235.3 million, and operated 34 banking offices, including our principal executive office, and one LPO. --- Our principal executive office is located at 6710 Cumberland Gap Parkway, Harrogate, Tennessee 37752, and our telephone number is 423-869-5151. Our website address is www.cbtn.com.