COMMERCE BANCSHARES INC /MO/

Commerce Bancshares, Inc. approved special time-vested restricted stock unit (RSU) grants to Executive Vice President Kevin G. Barth and Executive Vice President and CFO Charles G. Kim. Each executive received 44,262 shares of the company's common stock, subject to a three-year cliff vesting period contingent on continued employment. These grants are part of the company's overall succession planning and include specific vesting conditions and a non-competition covenant.

Commerce Bancshares, Inc. announced the acceptance of its tender for 411,723 shares of Visa Class B-2 common stock, resulting in a $99 million pre-tax gain from marking Visa Class C common stock to fair value. Concurrently, the company approved a plan to reposition a portion of its available-for-sale debt securities portfolio, selling approximately $911 million in securities with a 2.5% yield, which is expected to result in a $95 million pre-tax loss. The proceeds will be reinvested into higher-yielding assets (approximately 4.0%) to increase net interest income, reduce earnings volatility, and enhance balance sheet quality. The cumulative impact of both actions on the company's Common Equity Tier 1 ratio is expected to be approximately neutral.

Commerce Bancshares, Inc. completed its previously announced acquisition of FineMark Holdings, Inc. on January 1, 2026, for a total purchase consideration of $519.9 million. For the three months ended March 31, 2026, the company reported net income attributable to Commerce Bancshares, Inc. of $141.6 million, an increase from $131.6 million in the prior year. Basic net income per common share rose to $0.96 from $0.93. The acquisition significantly impacted the balance sheet, contributing to an increase in total assets to $35.7 billion and total loans to $20.5 billion.

Commerce Bancshares, Inc. announced the retirement of Mr. Benjamin F. Rassieur, III from its Board of Directors, effective May 7, 2026. His departure was due to the company's mandatory retirement policy. Mr. Rassieur had been a long-serving board member since 1997 and previously chaired the Audit and Risk Committee.

Commerce Bancshares, Inc. announced its Board authorized an increase in its share repurchase program, allowing for the repurchase of up to 7,500,000 total shares of common stock. Additionally, the company held its Annual Meeting on April 24, 2026, where shareholders elected four directors to the 2029 Class, ratified KPMG LLP as the independent auditor for 2026, and approved the executive compensation on an advisory basis. The company also confirmed the appointment of Steven A. Brandjord as Corporate Controller and Chief Accounting Officer, effective May 15, 2026.

COMMERCE BANCSHARES INC /MO/ (CBSH) has tendered all 411,723 shares of its Visa Class B-2 common stock in Visa's recently announced exchange offer. The company expects to record a significant gain in the second quarter of 2026 if the tender is accepted and the exchange occurs. Additionally, CBSH may consider repositioning a portion of its available-for-sale debt securities portfolio, which could result in a significant loss during the same quarter.