CBSH 8-K
Commerce Bancshares Inc /Mo/ (CBSH)
8-K
2026-01-22
For: 2026-01-22
View Original
Added on
April 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 22, 2026
(Exact name of registrant as specified in its charter)
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(816 ) 234-2000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of class | Trading symbol(s) | Name of exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
A copy of the press release issued January 22, 2026 by Commerce Bancshares, Inc. announcing Fourth Quarter 2025 earnings is furnished under Item 2.02 of this Current Report on Form 8-K as Exhibit 99.1. Additionally, a slide presentation for investors and analysts is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K, including the exhibits, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into the filings of Commerce Bancshares, Inc. under the Securities Act of 1933, as amended.
All information included in this Current Report on Form 8-K is available on the Company’s website at https://investor.commercebank.com/news-info/financial-news-releases/default.aspx.
Item 9.01 Financial Statements and Exhibits
Exhibits
104 The XBRL tags on the cover page of this Form 8-K are embedded within the Inline XBRL document.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COMMERCE BANCSHARES, INC. | |||||||||||
| By: | /s/ Paul A. Steiner | ||||||||||
| Paul A. Steiner | |||||||||||
Controller (Chief Accounting Officer) | |||||||||||
Date: January 22, 2026
Exhibit 99.1
Exhibit 99.1
 | CBSH | ||||
1000 Walnut Street / Suite 700 / Kansas City, Missouri 64106 / 816.234.2000 | |||||
FOR IMMEDIATE RELEASE:
Thursday, January 22, 2026
COMMERCE BANCSHARES, INC. REPORTS
FOURTH QUARTER EARNINGS PER SHARE OF $1.01
Commerce Bancshares, Inc. announced earnings of $1.01 per share for the three months ended December 31, 2025, compared to $.96 per share in the same quarter last year and $1.01 per share in the third quarter of 2025. Net income for the fourth quarter of 2025 amounted to $140.7 million, compared to $136.1 million in the fourth quarter of 2024 and $141.5 million in the prior quarter.
For the year ended December 31, 2025, earnings per share totaled $4.04, compared to $3.69 last year. Net income amounted to $566.3 million for the year ended December 31, 2025, compared to $526.3 million in the comparable period last year. For the year to date, the return on average assets was 1.79%, and the return on average equity was 15.76%.
“Commerce delivered record revenues in the fourth quarter, driven by strong performance across both net interest income and non-interest income. Our overall results for the quarter and the full year are a reflection of the strength and diversity of our businesses and the dedication of our team members in serving our customers, communities and shareholders,” said John Kemper, President and Chief Executive Officer.
On balance sheet strength, Kemper added, “We repurchased 2.2 million common shares in the fourth quarter and ended the year with robust levels of liquidity and capital. Compared to the same period last year, tangible common equity to tangible assets ratio grew 119 basis points to 11.11%, and our book value per share increased by $4.09, or 17%, to $27.75. Credit quality remains excellent with non-accrual loans at .09% of total loans, down two basis points from the same period last year.”
Kemper continued, “On January 1, 2026, we closed on the FineMark acquisition and officially welcomed our new colleagues into our organization. This combination strengthens our platform for sustained growth in wealth management and private banking, and I am eager see what we can accomplish together.” At December 31, 2025, FineMark had loans of $2.7 billion, deposits of $3.1 billion, and $8.7 billion of wealth assets under administration.
Fourth Quarter 2025 Financial Highlights:
•Net interest income was $283.2 million, a $3.7 million increase over the prior quarter. The net yield on interest earning assets decreased four basis points to 3.60%.
•Non-interest income totaled $166.2 million, an increase of $10.8 million, or 6.9%, over the same quarter last year.
•Trust fees grew $5.8 million, or 10.3%, over the same period last year, mostly due to higher private client fees.
1
Exhibit 99.1
•Non-interest expense totaled $253.0 million, an increase of $17.3 million, or 7.3%, over the same quarter last year.
•Average loan balances totaled $17.7 billion, an increase of 1.0% over the prior quarter.
•Total average available for sale debt securities increased $311.5 million over the prior quarter to $9.2 billion, at fair value.
•Total average deposits increased $816.0 million, or 3.3%, over the prior quarter. The average rate paid on interest bearing deposits decreased nine basis points to 1.62%, compared to the prior quarter.
•The ratio of annualized net loan charge-offs to average loans was .22% in the current quarter compared to .23% in the prior quarter.
•The allowance for credit losses on loans increased $3.8 million during the fourth quarter of 2025 to $179.5 million, and the ratio of the allowance for credit losses on loans to total loans was 1.01% at December 31, 2025, compared to .99% at September 30, 2025.
•Total assets at December 31, 2025 were $32.9 billion, an increase of $626.4 million over the prior quarter.
•For the quarter, the return on average assets was 1.73%, the return on average equity was 14.70%, and the efficiency ratio was 56.2%.
Commerce Bancshares, Inc. is a regional bank holding company offering a full line of banking services through its subsidiaries, including payment solutions, wealth management and securities brokerage. Commerce Bank, its primary subsidiary, brings over 160 years of experience helping individuals and businesses through high-touch service and sophisticated, personalized financial solutions.
Commerce maintains an extensive network of banking centers, wealth offices, and ATMs throughout the Midwest, as well as commercial offices in 11 states and offers payment solutions nationwide. With the acquisition of FineMark Holdings, Inc., Commerce builds on its existing private banking and wealth management presence in Florida and adds wealth offices in Arizona and South Carolina. Customers can conveniently access their accounts 24/7 using mobile and online platforms, as well as a customer service line.
This financial news release and the supplementary Earnings Highlights presentation are available on the Company’s website at https://investor.commercebank.com/news-info/financial-news-releases/default.aspx.
* * * * * * * * * * * * * * *
For additional information, contact
Matt Burkemper, Investor Relations
(314) 746-7485
www.commercebank.com
2
Exhibit 99.1
COMMERCE BANCSHARES, INC. and SUBSIDIARIES
FINANCIAL HIGHLIGHTS
| For the Three Months Ended | For the Year Ended | |||||||||||||||||||
| (Unaudited) (Dollars in thousands, except per share data) | Dec. 31, 2025 | Sep. 30, 2025 | Dec. 31, 2024 | Dec. 31, 2025 | Dec. 31, 2024 | |||||||||||||||
| FINANCIAL SUMMARY | ||||||||||||||||||||
| Net interest income | $283,152 | $279,457 | $266,647 | $1,111,858 | $1,040,246 | |||||||||||||||
| Non-interest income | 166,208 | 161,511 | 155,436 | 652,281 | 615,553 | |||||||||||||||
| Total revenue | 449,360 | 440,968 | 422,083 | 1,764,139 | 1,655,799 | |||||||||||||||
| Investment securities gains (losses) | 2,929 | 7,885 | 977 | 3,660 | 7,823 | |||||||||||||||
| Provision for credit losses | 15,993 | 20,061 | 13,508 | 56,138 | 32,903 | |||||||||||||||
| Non-interest expense | 252,995 | 244,018 | 235,718 | 979,826 | 951,229 | |||||||||||||||
| Income before taxes | 183,301 | 184,774 | 173,834 | 731,835 | 679,490 | |||||||||||||||
| Income taxes | 40,620 | 41,152 | 36,590 | 161,136 | 145,089 | |||||||||||||||
| Non-controlling interest expense (income) | 2,019 | 2,104 | 1,136 | 4,448 | 8,070 | |||||||||||||||
| Net income attributable to Commerce Bancshares, Inc. | $140,662 | $141,518 | $136,108 | $566,251 | $526,331 | |||||||||||||||
| Earnings per common share: | ||||||||||||||||||||
| Net income — basic | $1.01 | $1.01 | $0.96 | $4.04 | $3.69 | |||||||||||||||
| Net income — diluted | $1.01 | $1.01 | $0.96 | $4.04 | $3.69 | |||||||||||||||
| Effective tax rate | 22.41 | % | 22.53 | % | 21.19 | % | 22.15 | % | 21.61 | % | ||||||||||
| Fully-taxable equivalent net interest income | $285,830 | $281,770 | $268,935 | $1,121,444 | $1,049,463 | |||||||||||||||
Average total interest earning assets (1) | $31,468,907 | $30,732,665 | $30,628,722 | $30,934,106 | $30,266,008 | |||||||||||||||
| Diluted wtd. average shares outstanding | 137,599,105 | 139,086,435 | 140,370,917 | 138,900,333 | 141,422,821 | |||||||||||||||
| RATIOS | ||||||||||||||||||||
Average loans to deposits (2) | 69.01 | % | 70.61 | % | 68.45 | % | 69.80 | % | 69.73 | % | ||||||||||
| Return on total average assets | 1.73 | 1.78 | 1.73 | 1.79 | 1.72 | |||||||||||||||
Return on average equity (3) | 14.70 | 15.26 | 15.97 | 15.76 | 16.66 | |||||||||||||||
| Non-interest income to total revenue | 36.99 | 36.63 | 36.83 | 36.97 | 37.18 | |||||||||||||||
Efficiency ratio (4) | 56.23 | 55.26 | 55.77 | 55.47 | 57.37 | |||||||||||||||
| Net yield on interest earning assets | 3.60 | 3.64 | 3.49 | 3.63 | 3.47 | |||||||||||||||
| EQUITY SUMMARY | ||||||||||||||||||||
| Cash dividends per share | $.262 | $.262 | $.245 | $1.048 | $.980 | |||||||||||||||
| Cash dividends on common stock | $36,236 | $36,733 | $34,609 | $146,596 | $139,503 | |||||||||||||||
Book value per share (5) | $27.75 | $27.15 | $23.66 | |||||||||||||||||
Market value per share (5) | $52.34 | $56.91 | $59.34 | |||||||||||||||||
| High market value per share | $57.36 | $63.18 | $69.29 | |||||||||||||||||
| Low market value per share | $48.69 | $55.16 | $51.44 | |||||||||||||||||
Common shares outstanding (5) | 137,457,138 | 139,672,183 | 140,859,781 | |||||||||||||||||
Tangible common equity to tangible assets (6) | 11.11 | % | 11.27 | % | 9.92 | % | ||||||||||||||
| Tier I leverage ratio | 12.65 | % | 12.95 | % | 12.26 | % | ||||||||||||||
| OTHER QTD INFORMATION | ||||||||||||||||||||
| Number of bank/ATM locations | 236 | 239 | 243 | |||||||||||||||||
| Full-time equivalent employees | 4,667 | 4,666 | 4,693 | |||||||||||||||||
(1) Excludes allowance for credit losses on loans and unrealized gains/(losses) on available for sale debt securities.
(2) Includes loans held for sale.
(3) Annualized net income attributable to Commerce Bancshares, Inc. divided by average total equity.
(4) The efficiency ratio is calculated as non-interest expense (excluding intangibles amortization) as a percent of total revenue.
(5) As of period end.
(6) The tangible common equity ratio is a non-gaap ratio and is calculated as stockholders’ equity reduced by goodwill and other intangible assets (excluding mortgage servicing rights) divided by total assets reduced by goodwill and other intangible assets (excluding mortgage servicing rights).
All share and per share amounts have been restated to reflect the 5% stock dividend distributed in December 2025.
3
Exhibit 99.1
COMMERCE BANCSHARES, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
| (Unaudited) (In thousands, except per share data) | For the Three Months Ended | For the Year Ended | ||||||||||||||||||||||||
| Dec. 31, 2025 | Sep. 30, 2025 | Jun. 30, 2025 | Mar. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2025 | Dec. 31, 2024 | ||||||||||||||||||||
| Interest income | $373,617 | $374,105 | $371,636 | $364,365 | $369,405 | $1,483,723 | $1,469,557 | |||||||||||||||||||
| Interest expense | 90,465 | 94,648 | 91,489 | 95,263 | 102,758 | 371,865 | 429,311 | |||||||||||||||||||
| Net interest income | 283,152 | 279,457 | 280,147 | 269,102 | 266,647 | 1,111,858 | 1,040,246 | |||||||||||||||||||
| Provision for credit losses | 15,993 | 20,061 | 5,597 | 14,487 | 13,508 | 56,138 | 32,903 | |||||||||||||||||||
| Net interest income after credit losses | 267,159 | 259,396 | 274,550 | 254,615 | 253,139 | 1,055,720 | 1,007,343 | |||||||||||||||||||
| NON-INTEREST INCOME | ||||||||||||||||||||||||||
| Trust fees | 62,125 | 58,412 | 55,571 | 56,592 | 56,345 | 232,700 | 214,430 | |||||||||||||||||||
| Bank card transaction fees | 46,761 | 45,551 | 46,362 | 45,593 | 47,807 | 184,267 | 189,784 | |||||||||||||||||||
| Deposit account charges and other fees | 27,949 | 27,427 | 26,248 | 26,622 | 25,480 | 108,246 | 100,336 | |||||||||||||||||||
| Consumer brokerage services | 5,185 | 6,698 | 5,383 | 4,785 | 4,636 | 22,051 | 18,141 | |||||||||||||||||||
| Capital market fees | 4,230 | 5,138 | 6,175 | 5,112 | 5,129 | 20,655 | 19,776 | |||||||||||||||||||
| Loan fees and sales | 3,594 | 3,465 | 3,419 | 3,404 | 2,874 | 13,882 | 12,890 | |||||||||||||||||||
| Other | 16,364 | 14,820 | 22,455 | 16,841 | 13,165 | 70,480 | 60,196 | |||||||||||||||||||
| Total non-interest income | 166,208 | 161,511 | 165,613 | 158,949 | 155,436 | 652,281 | 615,553 | |||||||||||||||||||
| INVESTMENT SECURITIES GAINS (LOSSES), NET | 2,929 | 7,885 | 437 | (7,591) | 977 | 3,660 | 7,823 | |||||||||||||||||||
| NON-INTEREST EXPENSE | ||||||||||||||||||||||||||
| Salaries and employee benefits | 162,889 | 157,461 | 155,025 | 153,078 | 153,819 | 628,453 | 607,862 | |||||||||||||||||||
| Data processing and software | 35,273 | 33,555 | 32,904 | 32,238 | 32,514 | 133,970 | 127,390 | |||||||||||||||||||
| Net occupancy | 13,172 | 13,474 | 13,654 | 14,020 | 13,694 | 54,320 | 53,223 | |||||||||||||||||||
| Professional and other services | 14,573 | 11,284 | 12,973 | 10,026 | 8,982 | 48,856 | 35,077 | |||||||||||||||||||
| Marketing | 6,201 | 6,670 | 5,974 | 5,843 | 5,683 | 24,688 | 22,353 | |||||||||||||||||||
| Equipment | 5,682 | 5,421 | 5,157 | 5,248 | 5,232 | 21,508 | 20,619 | |||||||||||||||||||
| Supplies and communication | 4,841 | 4,837 | 4,962 | 5,046 | 4,948 | 19,686 | 19,291 | |||||||||||||||||||
| Deposit Insurance | (81) | 3,074 | 3,312 | 3,744 | 3,181 | 10,049 | 16,482 | |||||||||||||||||||
| Other | 10,445 | 8,242 | 10,476 | 9,133 | 7,665 | 38,296 | 48,932 | |||||||||||||||||||
| Total non-interest expense | 252,995 | 244,018 | 244,437 | 238,376 | 235,718 | 979,826 | 951,229 | |||||||||||||||||||
| Income before income taxes | 183,301 | 184,774 | 196,163 | 167,597 | 173,834 | 731,835 | 679,490 | |||||||||||||||||||
| Less income taxes | 40,620 | 41,152 | 42,400 | 36,964 | 36,590 | 161,136 | 145,089 | |||||||||||||||||||
| Net income | 142,681 | 143,622 | 153,763 | 130,633 | 137,244 | 570,699 | 534,401 | |||||||||||||||||||
| Less non-controlling interest expense (income) | 2,019 | 2,104 | 1,284 | (959) | 1,136 | 4,448 | 8,070 | |||||||||||||||||||
| Net income attributable to Commerce Bancshares, Inc. | $140,662 | $141,518 | $152,479 | $131,592 | $136,108 | $566,251 | $526,331 | |||||||||||||||||||
| Net income per common share — basic | $1.01 | $1.01 | $1.09 | $0.93 | $0.96 | $4.04 | $3.69 | |||||||||||||||||||
| Net income per common share — diluted | $1.01 | $1.01 | $1.09 | $0.93 | $0.96 | $4.04 | $3.69 | |||||||||||||||||||
| OTHER INFORMATION | ||||||||||||||||||||||||||
| Return on total average assets | 1.73 | % | 1.78 | % | 1.95 | % | 1.69 | % | 1.73 | % | 1.79 | % | 1.72 | % | ||||||||||||
Return on average equity (1) | 14.70 | 15.26 | 17.40 | 15.82 | 15.97 | 15.76 | 16.66 | |||||||||||||||||||
Efficiency ratio (2) | 56.23 | 55.26 | 54.77 | 55.61 | 55.77 | 55.47 | 57.37 | |||||||||||||||||||
| Effective tax rate | 22.41 | 22.53 | 21.76 | 21.93 | 21.19 | 22.15 | 21.61 | |||||||||||||||||||
| Net yield on interest earning assets | 3.60 | 3.64 | 3.70 | 3.56 | 3.49 | 3.63 | 3.47 | |||||||||||||||||||
| Fully-taxable equivalent net interest income | $285,830 | $281,770 | $282,428 | $271,416 | $268,935 | $1,121,444 | $1,049,463 | |||||||||||||||||||
(1) Annualized net income attributable to Commerce Bancshares, Inc. divided by average total equity.
(2) The efficiency ratio is calculated as non-interest expense (excluding intangibles amortization) as a percent of total revenue.
4
Exhibit 99.1
COMMERCE BANCSHARES, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - PERIOD END
| (Unaudited) (In thousands) | Dec. 31, 2025 | Sep. 30, 2025 | Dec. 31, 2024 | |||||||||||
| ASSETS | ||||||||||||||
| Loans | ||||||||||||||
| Business | $6,439,380 | $6,414,792 | $6,053,820 | |||||||||||
| Real estate — construction and land | 1,438,012 | 1,433,652 | 1,409,901 | |||||||||||
| Real estate — business | 3,674,567 | 3,745,000 | 3,661,218 | |||||||||||
| Real estate — personal | 3,053,435 | 3,070,980 | 3,058,195 | |||||||||||
| Consumer | 2,196,822 | 2,171,599 | 2,073,123 | |||||||||||
| Revolving home equity | 375,159 | 364,241 | 356,650 | |||||||||||
| Consumer credit card | 589,694 | 575,317 | 595,930 | |||||||||||
| Overdrafts | 4,194 | 11,186 | 11,266 | |||||||||||
| Total loans | 17,771,263 | 17,786,767 | 17,220,103 | |||||||||||
| Allowance for credit losses on loans | (179,468) | (175,671) | (162,742) | |||||||||||
| Net loans | 17,591,795 | 17,611,096 | 17,057,361 | |||||||||||
| Loans held for sale | 4,329 | 2,538 | 3,242 | |||||||||||
| Investment securities: | ||||||||||||||
| Available for sale debt securities | 9,095,513 | 8,998,586 | 9,136,853 | |||||||||||
| Trading debt securities | 40,080 | 56,282 | 38,034 | |||||||||||
| Equity securities | 57,354 | 53,193 | 57,442 | |||||||||||
| Other securities | 230,459 | 227,430 | 230,051 | |||||||||||
| Total investment securities | 9,423,406 | 9,335,491 | 9,462,380 | |||||||||||
| Federal funds sold | — | — | 3,000 | |||||||||||
| Securities purchased under agreements to resell | 850,000 | 850,000 | 625,000 | |||||||||||
| Interest earning deposits with banks | 2,744,393 | 2,477,668 | 2,624,553 | |||||||||||
| Cash and due from banks | 803,239 | 476,441 | 748,357 | |||||||||||
| Premises and equipment — net | 485,700 | 483,000 | 475,275 | |||||||||||
| Goodwill | 146,539 | 146,539 | 146,539 | |||||||||||
| Other intangible assets — net | 13,311 | 13,329 | 13,632 | |||||||||||
| Other assets | 852,377 | 892,586 | 837,288 | |||||||||||
| Total assets | $32,915,089 | $32,288,688 | $31,996,627 | |||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||
| Deposits: | ||||||||||||||
| Non-interest bearing | $8,205,711 | $7,489,645 | $8,150,669 | |||||||||||
| Savings, interest checking and money market | 15,047,406 | 15,551,799 | 14,754,571 | |||||||||||
| Certificates of deposit of less than $100,000 | 1,023,406 | 1,002,640 | 996,721 | |||||||||||
| Certificates of deposit of $100,000 and over | 1,363,053 | 1,413,965 | 1,391,683 | |||||||||||
| Total deposits | 25,639,576 | 25,458,049 | 25,293,644 | |||||||||||
| Federal funds purchased and securities sold under agreements to repurchase | 2,989,641 | 2,473,065 | 2,926,758 | |||||||||||
| Other borrowings | 12,798 | 9,270 | 56 | |||||||||||
| Other liabilities | 458,302 | 555,257 | 443,694 | |||||||||||
| Total liabilities | 29,100,317 | 28,495,641 | 28,664,152 | |||||||||||
| Stockholders’ equity: | ||||||||||||||
| Common stock | 692,944 | 676,054 | 676,054 | |||||||||||
| Capital surplus | 3,522,292 | 3,390,526 | 3,395,645 | |||||||||||
| Retained earnings | 131,826 | 360,723 | 45,494 | |||||||||||
| Treasury stock | (48,001) | (121,972) | (48,401) | |||||||||||
| Accumulated other comprehensive income (loss) | (507,690) | (533,666) | (758,911) | |||||||||||
| Total stockholders’ equity | 3,791,371 | 3,771,665 | 3,309,881 | |||||||||||
| Non-controlling interest | 23,401 | 21,382 | 22,594 | |||||||||||
| Total equity | 3,814,772 | 3,793,047 | 3,332,475 | |||||||||||
| Total liabilities and equity | $32,915,089 | $32,288,688 | $31,996,627 | |||||||||||
5
Exhibit 99.1
COMMERCE BANCSHARES, INC. and SUBSIDIARIES
AVERAGE BALANCE SHEETS
| (Unaudited) (In thousands) | For the Three Months Ended | ||||||||||||||||
| Dec. 31, 2025 | Sep. 30, 2025 | Jun. 30, 2025 | Mar. 31, 2025 | Dec. 31, 2024 | |||||||||||||
| ASSETS: | |||||||||||||||||
| Loans: | |||||||||||||||||
| Business | $6,317,805 | $6,230,019 | $6,247,252 | $6,106,185 | $5,963,217 | ||||||||||||
| Real estate — construction and land | 1,408,339 | 1,396,977 | 1,430,758 | 1,415,349 | 1,411,437 | ||||||||||||
| Real estate — business | 3,730,679 | 3,715,597 | 3,692,405 | 3,667,833 | 3,636,026 | ||||||||||||
| Real estate — personal | 3,058,834 | 3,059,913 | 3,048,895 | 3,045,876 | 3,047,494 | ||||||||||||
| Consumer | 2,200,500 | 2,160,637 | 2,148,666 | 2,082,360 | 2,087,237 | ||||||||||||
| Revolving home equity | 372,194 | 360,820 | 362,312 | 358,684 | 350,541 | ||||||||||||
| Consumer credit card | 565,896 | 563,351 | 559,858 | 560,534 | 568,138 | ||||||||||||
| Overdrafts | 6,592 | 7,037 | 5,663 | 5,860 | 5,628 | ||||||||||||
Total loans | 17,660,839 | 17,494,351 | 17,495,809 | 17,242,681 | 17,069,718 | ||||||||||||
| Allowance for credit losses on loans | (175,129) | (164,623) | (166,391) | (162,186) | (160,286) | ||||||||||||
| Net loans | 17,485,710 | 17,329,728 | 17,329,418 | 17,080,495 | 16,909,432 | ||||||||||||
| Loans held for sale | 2,532 | 2,369 | 1,741 | 1,584 | 2,080 | ||||||||||||
| Investment securities: | |||||||||||||||||
| U.S. government and federal agency obligations | 3,197,720 | 2,693,327 | 2,623,896 | 2,586,944 | 2,459,485 | ||||||||||||
| Government-sponsored enterprise obligations | 54,955 | 55,014 | 55,038 | 55,330 | 55,428 | ||||||||||||
| State and municipal obligations | 724,737 | 756,137 | 780,063 | 804,363 | 831,695 | ||||||||||||
| Mortgage-backed securities | 4,316,799 | 4,461,056 | 4,641,295 | 4,788,102 | 4,905,187 | ||||||||||||
| Asset-backed securities | 1,336,859 | 1,466,770 | 1,585,364 | 1,655,701 | 1,570,878 | ||||||||||||
Other debt securities | 196,633 | 204,281 | 237,385 | 258,136 | 221,076 | ||||||||||||
| Unrealized gain (loss) on debt securities | (645,595) | (766,025) | (838,028) | (935,054) | (896,346) | ||||||||||||
| Total available for sale debt securities | 9,182,108 | 8,870,560 | 9,085,013 | 9,213,522 | 9,147,403 | ||||||||||||
Trading debt securities | 61,160 | 56,032 | 51,131 | 38,298 | 56,440 | ||||||||||||
| Equity securities | 52,387 | 50,823 | 54,472 | 57,028 | 56,758 | ||||||||||||
| Other securities | 227,395 | 220,041 | 216,560 | 233,461 | 222,529 | ||||||||||||
| Total investment securities | 9,523,050 | 9,197,456 | 9,407,176 | 9,542,309 | 9,483,130 | ||||||||||||
| Federal funds sold | — | 23 | 158 | 2,089 | 826 | ||||||||||||
| Securities purchased under agreements to resell | 850,000 | 850,000 | 850,000 | 788,889 | 566,307 | ||||||||||||
| Interest earning deposits with banks | 2,786,891 | 2,422,441 | 2,036,803 | 2,388,504 | 2,610,315 | ||||||||||||
| Other assets | 1,700,147 | 1,709,247 | 1,671,763 | 1,698,296 | 1,701,822 | ||||||||||||
| Total assets | $32,348,330 | $31,511,264 | $31,297,059 | $31,502,166 | $31,273,912 | ||||||||||||
| LIABILITIES AND EQUITY: | |||||||||||||||||
| Non-interest bearing deposits | $7,592,431 | $7,345,156 | $7,356,882 | $7,298,686 | $7,464,255 | ||||||||||||
| Savings | 1,261,285 | 1,283,671 | 1,303,391 | 1,294,174 | 1,281,291 | ||||||||||||
| Interest checking and money market | 14,335,613 | 13,740,770 | 13,901,634 | 13,906,827 | 13,679,666 | ||||||||||||
| Certificates of deposit of less than $100,000 | 1,015,617 | 991,877 | 984,845 | 991,826 | 1,061,783 | ||||||||||||
| Certificates of deposit of $100,000 and over | 1,389,149 | 1,416,572 | 1,371,428 | 1,363,655 | 1,451,851 | ||||||||||||
| Total deposits | 25,594,095 | 24,778,046 | 24,918,180 | 24,855,168 | 24,938,846 | ||||||||||||
| Borrowings: | |||||||||||||||||
| Federal funds purchased | 130,487 | 130,622 | 129,891 | 128,340 | 121,781 | ||||||||||||
| Securities sold under agreements to repurchase | 2,429,746 | 2,519,660 | 2,371,031 | 2,723,227 | 2,445,956 | ||||||||||||
| Other borrowings | 1,230 | 1,860 | 2,748 | 616 | 1,067 | ||||||||||||
| Total borrowings | 2,561,463 | 2,652,142 | 2,503,670 | 2,852,183 | 2,568,804 | ||||||||||||
| Other liabilities | 395,336 | 402,265 | 360,204 | 421,370 | 375,463 | ||||||||||||
| Total liabilities | 28,550,894 | 27,832,453 | 27,782,054 | 28,128,721 | 27,883,113 | ||||||||||||
| Equity | 3,797,436 | 3,678,811 | 3,515,005 | 3,373,445 | 3,390,799 | ||||||||||||
| Total liabilities and equity | $32,348,330 | $31,511,264 | $31,297,059 | $31,502,166 | $31,273,912 | ||||||||||||
6
Exhibit 99.1
COMMERCE BANCSHARES, INC. and SUBSIDIARIES
AVERAGE RATES
| (Unaudited) | For the Three Months Ended | ||||||||||||||||
| Dec. 31, 2025 | Sep. 30, 2025 | Jun. 30, 2025 | Mar. 31, 2025 | Dec. 31, 2024 | |||||||||||||
| ASSETS: | |||||||||||||||||
| Loans: | |||||||||||||||||
Business (1) | 5.48 | % | 5.72 | % | 5.72 | % | 5.75 | % | 5.86 | % | |||||||
| Real estate — construction and land | 7.05 | 7.37 | 7.39 | 7.30 | 7.75 | ||||||||||||
| Real estate — business | 5.76 | 5.92 | 5.92 | 5.88 | 6.01 | ||||||||||||
| Real estate — personal | 4.38 | 4.34 | 4.30 | 4.28 | 4.17 | ||||||||||||
| Consumer | 6.23 | 6.42 | 6.43 | 6.52 | 6.52 | ||||||||||||
| Revolving home equity | 7.25 | 7.94 | 7.41 | 7.26 | 7.28 | ||||||||||||
| Consumer credit card | 12.81 | 13.21 | 13.18 | 13.49 | 13.60 | ||||||||||||
| Overdrafts | — | — | — | — | — | ||||||||||||
| Total loans | 5.84 | 6.02 | 6.01 | 6.02 | 6.11 | ||||||||||||
| Loans held for sale | 5.01 | 6.03 | 9.22 | 5.89 | 7.65 | ||||||||||||
| Investment securities: | |||||||||||||||||
| U.S. government and federal agency obligations | 4.07 | 4.06 | 4.28 | 4.09 | 3.86 | ||||||||||||
| Government-sponsored enterprise obligations | 2.36 | 2.35 | 2.38 | 2.40 | 2.36 | ||||||||||||
State and municipal obligations (1) | 2.06 | 2.05 | 2.05 | 2.05 | 2.01 | ||||||||||||
| Mortgage-backed securities | 2.05 | 2.01 | 2.08 | 2.08 | 2.17 | ||||||||||||
| Asset-backed securities | 3.78 | 3.69 | 3.73 | 3.46 | 2.99 | ||||||||||||
| Other debt securities | 2.97 | 2.97 | 2.94 | 2.69 | 2.11 | ||||||||||||
| Total available for sale debt securities | 2.96 | 2.86 | 2.95 | 2.83 | 2.70 | ||||||||||||
Trading debt securities (1) | 4.61 | 4.67 | 4.63 | 4.97 | 4.26 | ||||||||||||
Equity securities (1) | 6.35 | 6.09 | 6.26 | 8.02 | 6.58 | ||||||||||||
Other securities (1) | 9.08 | 7.29 | 11.63 | 7.85 | 5.75 | ||||||||||||
| Total investment securities | 3.12 | 2.99 | 3.16 | 2.98 | 2.80 | ||||||||||||
| Federal funds sold | — | — | 5.08 | 5.63 | 5.78 | ||||||||||||
| Securities purchased under agreements to resell | 4.00 | 4.00 | 4.02 | 3.81 | 3.57 | ||||||||||||
| Interest earning deposits with banks | 3.95 | 4.45 | 4.46 | 4.46 | 4.78 | ||||||||||||
| Total interest earning assets | 4.74 | 4.86 | 4.90 | 4.81 | 4.83 | ||||||||||||
| LIABILITIES AND EQUITY: | |||||||||||||||||
| Interest bearing deposits: | |||||||||||||||||
| Savings | .05 | .05 | .05 | .05 | .05 | ||||||||||||
| Interest checking and money market | 1.45 | 1.54 | 1.49 | 1.52 | 1.63 | ||||||||||||
| Certificates of deposit of less than $100,000 | 3.25 | 3.33 | 3.44 | 3.65 | 3.91 | ||||||||||||
| Certificates of deposit of $100,000 and over | 3.60 | 3.71 | 3.78 | 3.96 | 4.24 | ||||||||||||
| Total interest bearing deposits | 1.62 | 1.71 | 1.67 | 1.72 | 1.87 | ||||||||||||
| Borrowings: | |||||||||||||||||
| Federal funds purchased | 3.92 | 4.34 | 4.37 | 4.37 | 4.71 | ||||||||||||
| Securities sold under agreements to repurchase | 2.54 | 2.88 | 2.85 | 2.86 | 3.11 | ||||||||||||
| Other borrowings | .65 | 1.71 | 3.79 | .66 | 3.36 | ||||||||||||
| Total borrowings | 2.61 | 2.95 | 2.93 | 2.93 | 3.18 | ||||||||||||
| Total interest bearing liabilities | 1.75 | % | 1.87 | % | 1.83 | % | 1.89 | % | 2.04 | % | |||||||
| Net yield on interest earning assets | 3.60 | % | 3.64 | % | 3.70 | % | 3.56 | % | 3.49 | % | |||||||
(1) Stated on a fully taxable-equivalent basis using a federal income tax rate of 21%.
7
Exhibit 99.1
COMMERCE BANCSHARES, INC. and SUBSIDIARIES
CREDIT QUALITY
| For the Three Months Ended | For the Year Ended | |||||||||||||||||||||||||
| (Unaudited) (In thousands, except ratios) | Dec. 31, 2025 | Sep. 30, 2025 | Jun. 30, 2025 | Mar. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2025 | Dec. 31, 2024 | |||||||||||||||||||
| ALLOWANCE FOR CREDIT LOSSES ON LOANS | ||||||||||||||||||||||||||
| Balance at beginning of period | $175,671 | $165,260 | $167,031 | $162,742 | $160,839 | $162,742 | $162,395 | |||||||||||||||||||
| Provision for credit losses on loans | 13,660 | 20,739 | 7,919 | 15,095 | 12,557 | 57,413 | 39,214 | |||||||||||||||||||
| Net charge-offs (recoveries): | ||||||||||||||||||||||||||
| Commercial portfolio: | ||||||||||||||||||||||||||
| Business | 222 | 826 | 432 | 46 | 335 | 1,526 | 1,094 | |||||||||||||||||||
| Real estate — construction and land | 16 | — | 24 | — | — | 40 | — | |||||||||||||||||||
| Real estate — business | (24) | (23) | (425) | 377 | 50 | (95) | (106) | |||||||||||||||||||
| 214 | 803 | 31 | 423 | 385 | 1,471 | 988 | ||||||||||||||||||||
| Personal banking portfolio: | ||||||||||||||||||||||||||
| Consumer credit card | 6,488 | 6,515 | 7,085 | 6,967 | 6,557 | 27,055 | 26,011 | |||||||||||||||||||
| Consumer | 2,498 | 2,310 | 2,168 | 2,852 | 3,237 | 9,828 | 9,783 | |||||||||||||||||||
| Overdraft | 485 | 432 | 360 | 495 | 470 | 1,772 | 2,012 | |||||||||||||||||||
| Real estate — personal | 180 | 269 | 35 | 72 | 8 | 556 | 239 | |||||||||||||||||||
| Revolving home equity | (2) | (1) | 11 | (3) | (3) | 5 | (166) | |||||||||||||||||||
| 9,649 | 9,525 | 9,659 | 10,383 | 10,269 | 39,216 | 37,879 | ||||||||||||||||||||
| Total net loan charge-offs | 9,863 | 10,328 | 9,690 | 10,806 | 10,654 | 40,687 | 38,867 | |||||||||||||||||||
| Balance at end of period | $179,468 | $175,671 | $165,260 | $167,031 | $162,742 | $179,468 | $162,742 | |||||||||||||||||||
| LIABILITY FOR UNFUNDED LENDING COMMITMENTS | $17,660 | $15,327 | $16,005 | $18,327 | $18,935 | |||||||||||||||||||||
NET CHARGE-OFF RATIOS (1) | ||||||||||||||||||||||||||
| Commercial portfolio: | ||||||||||||||||||||||||||
| Business | .01 | % | .05 | % | .03 | % | — | % | .02 | % | .02 | % | .02 | % | ||||||||||||
| Real estate — construction and land | — | — | .01 | — | — | — | — | |||||||||||||||||||
| Real estate — business | — | — | (.05) | .04 | .01 | — | — | |||||||||||||||||||
| .01 | .03 | — | .02 | .01 | .01 | .01 | ||||||||||||||||||||
| Personal banking portfolio: | ||||||||||||||||||||||||||
| Consumer credit card | 4.55 | 4.59 | 5.08 | 5.04 | 4.59 | 4.81 | 4.64 | |||||||||||||||||||
| Consumer | .45 | .42 | .40 | .56 | .62 | .46 | .46 | |||||||||||||||||||
| Overdraft | 29.19 | 24.36 | 25.50 | 34.26 | 33.22 | 28.16 | 34.06 | |||||||||||||||||||
| Real estate — personal | .02 | .03 | — | .01 | — | .02 | .01 | |||||||||||||||||||
| Revolving home equity | — | — | .01 | — | — | — | (.05) | |||||||||||||||||||
| .62 | .61 | .63 | .70 | .67 | .64 | .63 | ||||||||||||||||||||
| Total | .22 | % | .23 | % | .22 | % | .25 | % | .25 | % | .23 | % | .23 | % | ||||||||||||
| CREDIT QUALITY RATIOS | ||||||||||||||||||||||||||
| Non-accrual loans to total loans | .09 | % | .09 | % | .11 | % | .13 | % | .11 | % | ||||||||||||||||
| Allowance for credit losses on loans to total loans | 1.01 | .99 | .94 | .96 | .95 | |||||||||||||||||||||
| NON-ACCRUAL AND PAST DUE LOANS | ||||||||||||||||||||||||||
| Non-accrual loans: | ||||||||||||||||||||||||||
| Business | $123 | $255 | $410 | $1,112 | $101 | |||||||||||||||||||||
| Real estate — construction and land | — | 191 | 426 | 220 | 220 | |||||||||||||||||||||
| Real estate — business | 14,785 | 14,940 | 15,109 | 18,305 | 14,954 | |||||||||||||||||||||
| Real estate — personal | 842 | 867 | 948 | 989 | 1,026 | |||||||||||||||||||||
| Revolving home equity | — | — | 1,977 | 1,977 | 1,977 | |||||||||||||||||||||
| Total | 15,750 | 16,253 | 18,870 | 22,603 | 18,278 | |||||||||||||||||||||
| Loans past due 90 days and still accruing interest | $24,659 | $21,536 | $25,303 | $19,417 | $24,516 | |||||||||||||||||||||
8
Exhibit 99.1
COMMERCE BANCSHARES, INC.
Management Discussion of Fourth Quarter Results
December 31, 2025
For the quarter ended December 31, 2025, net income amounted to $140.7 million, compared to $141.5 million in the previous quarter and $136.1 million in the same quarter last year. The decrease in net income compared to the previous quarter was primarily the result of lower gains on investment securities and higher non-interest expense, partly offset by a decrease in the provision for credit losses, higher net interest income and higher non-interest income. The net yield on interest earning assets decreased four basis points from the previous quarter to 3.60%. Average loans, deposits and available for sale investment securities, at fair value, increased $166.5 million, $816.0 million and $311.5 million, respectively, over the prior quarter. For the quarter, the return on average assets was 1.73%, the return on average equity was 14.70%, and the efficiency ratio was 56.2%.
Balance Sheet Review
During the 4th quarter of 2025, average loans totaled $17.7 billion, an increase of $166.5 million over the prior quarter, and an increase of $591.1 million over the same quarter last year. Compared to the previous quarter, average balances of business and consumer loans grew $87.8 million and $39.9 million, respectively. During the current quarter, the Company sold certain fixed rate personal real estate loans totaling $27.0 million, compared to $30.6 million in the prior quarter.
Total average available for sale debt securities increased $311.5 million over the previous quarter to $9.2 billion, at fair value. The increase in available for sale debt securities was mainly the result of higher average balances of U.S. government and federal agency obligations, partly offset by lower average balances of mortgage-backed and asset-backed securities. During the 4th quarter of 2025, the unrealized loss on available for sale debt securities decreased $41.7 million to $646.8 million, at period end. Also, during the 4th quarter of 2025, purchases of available for sale debt securities totaled $444.9 million with a weighted average yield of approximately 3.59%, while maturities, sales and pay downs of available for sale debt securities were $395.0 million. On December 31, 2025, the duration of the available for sale investment portfolio was 4.3 years, and maturities and pay downs of approximately $1.2 billion are expected to occur during the next 12 months.
Total average deposits increased $816.0 million this quarter over the previous quarter. The increase in deposits mostly resulted from growth of $594.8 million and $247.3 million in average balances of interest checking and money market deposits and demand deposits, respectively. Compared to the previous quarter, total average commercial, wealth and consumer deposits grew $690.3 million, $45.3 million and $66.2 million, respectively. The average loans to deposits ratio was 69.0% in the current quarter and 70.6% in the prior quarter. The Company’s average borrowings, which included average customer repurchase agreements of $2.4 billion, decreased $90.7 million to $2.6 billion in the 4th quarter of 2025.
Net Interest Income
Net interest income in the 4th quarter of 2025 amounted to $283.2 million, an increase of $3.7 million over the previous quarter. On a fully taxable-equivalent (FTE) basis, net interest income for the current quarter increased $4.1 million over the previous quarter to $285.8 million. The increase in net interest income was mostly due to higher interest income on investment securities and lower interest expense on borrowings and deposits, partly offset by lower interest income on loans. The net yield (FTE) on earning assets decreased to 3.60%, from 3.64% in the prior quarter.
Compared to the previous quarter, interest income on loans (FTE) decreased $5.8 million, mostly due to lower average rates earned on business, business real estate, construction and consumer banking loans, partly offset by higher average balances of business and consumer banking loans. The average yield (FTE) on the loan portfolio decreased 18 basis points to 5.84% this quarter.
Interest income on investment securities (FTE) increased $5.1 million compared to the prior quarter, mostly due to higher average balances of U.S. government and federal agency securities and higher average rates earned on other securities, partially offset by lower average balances of asset-backed and mortgage-backed securities. Interest income earned on U.S. government and federal agency securities included the impact of a $397 thousand increase in inflation income from Treasury inflation-protected securities over the previous quarter. Interest on other securities included dividend income of $2.1 million related to a private equity investment and was higher than non-accrual interest of $1.3 million recorded in the prior quarter. Additionally, the Company recorded a $731 thousand adjustment to premium amortization on December 31, 2025, which increased interest income to reflect slower forward prepayment speed estimates on mortgage-backed securities. This increase was higher than the $314 thousand adjustment that increased interest income in the prior quarter. The average yield (FTE) on total investment securities was 3.12% in the current quarter, compared to 2.99% in the previous quarter.
Compared to the previous quarter, interest income on deposits with banks increased $580 thousand as higher average balances were mostly offset by lower average rates.
Interest expense decreased $4.2 million compared to the previous quarter, mainly due to lower average rates paid on deposits and borrowings, partially offset by higher average deposit balances. Interest expense on borrowings decreased $2.9 million mostly due to lower rates paid on securities sold under repurchase agreement balances. Interest expense on deposits decreased $1.3 million due to lower average rates, partly offset by higher average interest checking and money market deposit account balances. The average rate paid on interest bearing deposits totaled 1.62% in the current quarter compared to 1.71% in the prior quarter. The overall
9
Exhibit 99.1
COMMERCE BANCSHARES, INC.
Management Discussion of Fourth Quarter Results
December 31, 2025
rate paid on interest bearing liabilities was 1.75% in the current quarter and 1.87% in the prior quarter.
Non-Interest Income
In the 4th quarter of 2025, total non-interest income amounted to $166.2 million, an increase of $10.8 million, or 6.9%, over the same period last year and an increase of $4.7 million over the prior quarter. The increase in non-interest income compared to the same period last year was mainly due to higher trust fees and deposit account fees, partly offset by lower bank card fees. The increase in non-interest income compared to the prior quarter was mainly due to higher trust fees.
Total net bank card fees in the current quarter decreased $1.0 million, or 2.2%, compared to the same period last year, and increased $1.2 million over the prior quarter. Net corporate card fees decreased $436 thousand, or 1.7%, compared to the same quarter of last year mainly due to higher rewards expense, partly offset by higher interchange fees. Net merchant fees decreased $150 thousand, or 2.5%, while net debit card fees decreased $141 thousand, or 1.2%. Net credit card fees decreased $319 thousand, or 7.5%, mostly due to higher rewards expense. Total net bank card fees this quarter were comprised of fees on corporate card ($25.8 million), debit card ($11.2 million), merchant ($5.9 million) and credit card ($3.9 million) transactions.
In the current quarter, trust fees increased $5.8 million, or 10.3%, over the same period last year, mostly resulting from higher private client fees. Compared to the same period last year, deposit account fees increased $2.5 million, or 9.7%, mostly due to higher corporate cash management fees.
Other non-interest income increased over the same period last year primarily due to higher tax credit sales fees and cash sweep fees of $822 thousand and $726 thousand, respectively. For the 4th quarter of 2025, non-interest income comprised 37.0% of the Company’s total revenue.
Investment Securities Gains and Losses
The Company recorded net securities gains of $2.9 million in the current quarter, compared to $7.9 million in the prior quarter and $977 thousand in the 4th quarter of 2024. Net securities gains in the current quarter mostly resulted from net fair value adjustments of $7.9 million on the Company’s portfolio of private equity investments, partly offset by losses of $4.2 million on sales of available for sale debt securities.
Non-Interest Expense
Non-interest expense for the current quarter amounted to $253.0 million, compared to $235.7 million in the same period last year and $244.0 million in the prior quarter. The increase in non-interest expense over the prior quarter and the same period last year was mainly due to higher salaries and benefits expense, data processing and software expense, and professional and other services expense, partly offset by lower deposit insurance expense.
Compared to the 4th quarter of 2024, salaries and employee benefits expense increased $9.1 million, or 5.9%, mostly due to higher full-time salaries of $3.5 million, incentive compensation of $2.7 million and healthcare expense of $1.3 million. Full-time equivalent employees totaled 4,667 and 4,693 at December 31, 2025 and 2024, respectively.
Compared to the same period last year, data processing and software expense increased $2.8 million due to higher costs for service providers and software. Software expense in the current quarter included a $1.6 million write-off of software implementation consulting fees. Professional and other services, which increased $5.6 million compared to the 4th quarter of 2024, included $2.6 million of acquisition related legal and professional services expense. Deposit insurance expense decreased $3.3 million due to a $3.9 million accrual adjustment to the FDIC’s special assessment.
Income Taxes
The effective tax rate for the Company was 22.4% in the current quarter, 22.5% in the prior quarter, and 21.2% in the 4th quarter of 2024. The increase in the effective tax rate compared to the 4th quarter of 2024 was mostly due to higher state and local income taxes.
Credit Quality
Net loan charge-offs in the 4th quarter of 2025 amounted to $9.9 million, compared to $10.3 million in the prior quarter, and $10.7 million in the same period last year. The ratio of annualized net loan charge-offs to total average loans was .22% in the current quarter, .23% in the previous quarter, and .25% in the same quarter of last year. Compared to the prior quarter, net loan charge-offs on business loans decreased $604 thousand, while net loan charge-offs on consumer loans increased $188 thousand.
In the 4th quarter of 2025, annualized net loan charge-offs on average consumer credit card loans were 4.55%, compared to 4.59% in both the previous quarter and the same quarter last year. Consumer loan net charge-offs were .45% of average consumer loans in the current quarter, .42% in the prior quarter, and .62% in the same quarter last year.
At December 31, 2025, the allowance for credit losses on loans totaled $179.5 million, or 1.01% of total loans, and increased $3.8 million compared to the prior quarter. The increase was mostly attributed to the business and consumer card loan portfolios. Additionally, the liability for unfunded lending commitments on December 31, 2025 was $17.7 million, an increase of $2.3 million compared to the liability on September 30, 2025.
At December 31, 2025, total non-accrual loans amounted to $15.8 million, a decrease of $503 thousand compared to the previous quarter. At December 31, 2025, the balance of non-accrual loans, which represented .09% of loans outstanding, included business real estate loans of $14.8 million, personal real estate loans of $842 thousand and business loans of $123 thousand. Loans more than 90
10
Exhibit 99.1
COMMERCE BANCSHARES, INC.
Management Discussion of Fourth Quarter Results
December 31, 2025
days past due and still accruing interest totaled $24.7 million at December 31, 2025.
Other
During the 4th quarter of 2025, the Company distributed a 5% stock dividend on its common stock and paid a cash dividend of $.262 per common share (as restated for the stock dividend), representing a 7% increase over the same period last year. The Company purchased 2.2 million shares of treasury stock during the current quarter at an average price of $53.29.
On January 1, 2026, the Company closed on its previously announced acquisition of FineMark Holdings, Inc. (“FineMark”), Ft. Meyers, Florida, with 13 banking locations in Florida, Arizona, and South Carolina. As of December 31, 2025, FineMark had loans and deposits of $2.7 billion and $3.1 billion, respectively, and $8.7 billion of assets under administration.
Forward Looking Information
This information contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include future financial and operating results, expectations, intentions, and other statements that are not historical facts. Such statements are based on current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements. Additional information about risks and uncertainties is included in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections within the Company's Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
11
COMMERCE BANCSHARES, INC. EARNINGS HIGHLIGHTS 4th Quarter 2025
CAUTIONARY STATEMENT 2 Forward-Looking Statements This presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about the plans, expectations, goals, projections, and intentions of Commerce Bancshares, Inc. (“Commerce”). Forward-looking statements involve significant risks and uncertainties and are subject to change based on various factors (some of which are beyond Commerce’s control). Factors that could cause Commerce’s actual results to differ materially from such forward-looking statements made herein or by management of Commerce are set forth in Commerce’s Annual Report on Form 10-K for the year ended December 31, 2024, which is accessible on the Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov and at Investor.Commercebank.com, and in other documents Commerce files with the SEC. Information on these websites is not part of this document. Non-GAAP Financial Measures Certain financial information in this presentation has not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and is presented on a non-GAAP basis. Investors should refer to the reconciliations included in this presentation and should consider Commerce’s non-GAAP measures in addition to, not as a substitute for or superior to, measures prepared in accordance with GAAP. These measures may not be comparable to similarly titled measures used by other companies.
COMMERCE BANCSHARES 160 YEARS IN BUSINESS $32.9 BILLION TOTAL ASSETS 43RD LARGEST U.S. BANK BASED ON ASSET SIZE2 $7.2 BILLION MARKET CAP 27TH LARGEST U.S. BANK BASED ON MARKET CAP2 $81.6 BILLION TOTAL TRUST ASSETS UNDER ADMINISTRATION 16TH LARGEST AMONG BANK-MANAGED TRUST COMPANIES BASED ON AUM3 17.46% TIER 1 COMMON RISK- BASED CAPITAL RATIO 2ND HIGHEST AMONG TOP 50 U.S. BANKS BASED ON ASSET SIZE2 AS OF SEPTEMBER 30, 2025 $25.6 BILLION TOTAL DEPOSITS $17.8 BILLION TOTAL LOANS4 $9.9 BILLION COMMERCIAL CARD VOLUME AS OF DECEMBER 31, 2025 15.76% RETURN ON AVERAGE COMMON EQUITY YTD 3RD YTD ROACE FOR THE TOP 50 U.S. BANKS BASED ON ASSET SIZE2 a2 BASELINE CREDIT ASSESSMENT5 TWO RATINGS ABOVE THE U.S. BANKING INDUSTRY MEDIAN RATING OF baa1 3 Includes acquired locations effective January 1, 2026 1Offices outside the core banking footprint that accept retail deposits – excluding Dallas Sources: 2S&P Global Market Intelligence – U.S. publicly traded banks, rankings as of 9/30/2025 3S&P Global Market Intelligence – Regulated U.S. depositories managed by bank holding companies, rankings as of 09/30/2025; 4Includes loans held for sale; 5Moody’s Sector Profile: Banks, November 18, 2025, Baseline Credit Assessment (BCA) reflects a bank’s standalone credit strength. Company reports and filings, information as of 12/31/2025 unless otherwise noted. CORE BANKING FOOTPRINT COMMERCIAL | CONSUMER | WEALTH MANAGEMENT St. Louis • Kansas City • Springfield Central Missouri • Central Illinois • Wichita Tulsa • Oklahoma City • Denver COMMERCIAL OFFICES Cincinnati • Nashville • Dallas • Des Moines Indianapolis • Grand Rapids • Houston WEALTH MANAGEMENT OFFICES1 Dallas • Houston • Naples Fort Myers • West Palm Beach Charleston • Phoenix U.S. PRESENCE Extended Market Area Commercial Payments Services Offered in 48 states across the U.S.
TRACK RECORD OF LONG-TERM OUTPERFORMANCE Revenue Diversification Balanced earnings profile, fee revenue at 37%1 of total revenue, bolstered by growing wealth and national payments businesses Deposit Franchise $24.3 billion in low-cost, diverse deposits2 with peer-leading historical deposit betas Credit Quality Conservative risk profile drives outperformance over peer averages across credit cycles Consistent Earnings and Shareholder Value Over 7% total annualized return to shareholders over the last 20 years, outperforming the annualized KBW Regional Bank Index return of over 4%4 Capital Management Strong capital ratios, 57th consecutive year of common dividend increases3 Continued Long-Term Investments Core banking system implementation, Enterprise Digital, Expansion Markets, Wealth Management, 1As of YTD 12/31/2025; 2Excludes certificates of deposit greater than $100,000, period-end balance as of 12/31/2025; 3Based on 1Q2025 paid dividend; 4As of 12/31/2025 4
4Q2025 HIGHLIGHTS • Earnings of $1.01 per share, compared to $.96 in the same quarter last year • PPNR1 of $196MM, an increase of $10MM over the same quarter last year • ROAA of 1.73% and ROAE of 14.70% • Efficiency ratio of 56.2% • Net Income of $141MM in Q4, an increase of $5MM over the same quarter last year • Net interest income $283MM, up 6% over the same quarter last year • Net interest margin decreased 4 bps from Q3 to 3.60% • Non-interest income increased 7% over the prior year and was 37% of total revenue • Non-interest expense increased 7% over the same period in the prior year – Acquisition related expenses were $3MM in Q4 • Period-end loans increased 3.2% over the same quarter last year • Quarterly average deposit balances increased $655MM, or 3%, compared to the same quarter last year • Total cost of deposits decreased 6 bps from Q3 to 1.14% • Non interest-bearing deposits were 30% of average deposits as of Q4 • QTD average loan to deposit ratio of 69% • Purchased 2.2MM shares of common stock ($115MM) in Q4 vs. $25MM in Q3 • Book value per share increased 17% compared to the same quarter last year to $27.75 • $2.8B in average cash balances at Federal Reserve Bank (FRB) in Q4 • Net loan charge-offs of .22% annualized; non-accrual loans of .09% 51See the non-GAAP reconciliation on page 24 Performance Income Statement Loans & Deposits Capital / Other
FINEMARK ACQUISITION UPDATE Highlights • Merger completed on January 1, 2026 • Approximate value at close of $529MM1 • Consideration Mix: 100% stock • Fixed Exchange Ratio: .7245x with 9.9MM shares issued • Systems conversion targeted for late 2026 Acquisition-Related Balance Sheet Actions • Liquidated HTM and AFS debt security portfolio • Moved $1B of high-cost trust deposits off balance sheet, facilitated by bond sale proceeds and cash • Paid off $350MM of FHLB Advances • Subordinated debt redeemed 3 States 13 Offices ~300 Associates 6 TOTAL TRUST AUA3 $2.1 BILLION TOTAL DEPOSITS2TOTAL LOANS $2.7 BILLION $8.7 BILLION Source: Company documents, financial data as of 12/31/2025 1 As reported in the 8-K filing on 1/2/2026 2 Reported total deposits as of 12/31/25 reflect a $1 billion reduction for off-balance-sheet transfers in January 2026 as mentioned above 3 Assets under Administration
BALANCE SHEET HIGHLIGHTS 4Q25 vs. 4Q24 4Q25 vs. 3Q25 Quarterly Average Balances % Change$ Change% Change$ Change4Q25$ in millions 4%$446.11%$114.2$11,456.8Commercial 2%145.01%52.36,204.0Consumer 3%$591.11%$166.5$17,660.8Total Loans 0%$39.94%$325.6$9,523.1Investment Securities1 7%$176.615%$364.5$2,786.9 Interest Earning Deposits with Banks 3%$655.23%$816.0$25,594.1Deposits 17%$4.092%$.60$27.75Book Value per Share2 Average Loans: Increased 3% compared to the prior year. Interest Earning Deposits with Banks: Ample levels of liquidity on balance sheet. Average Deposits: Increased 3% compared to the prior year. Book Value per Share: Increased 17% compared to the prior year. 1At fair value 2For the quarters ended December 31, 2025, September 30, 2025, and December 31, 2024 7
$17.5 $17.4 $18.0 $7.4 $7.4 $7.6 4Q24 3Q25 4Q25 $24.9 $24.8 $25.6 +3% $11.0 $11.3 $11.5 $6.1 $6.2 $6.2 4Q24 3Q25 4Q25 $17.1 $17.5 $17.7 +3% BALANCE SHEET 8 Loans Consumer Loans Commercial Loans Loan Yield1 Deposits QTD Average Balances $ billions Non-Interest Bearing Interest-Bearing Deposits Interest-Bearing Deposit Cost QTD Average Balances $ billions 6.11% 6.02% 5.84% 1.87% 1.71% 1.62% 1Tax equivalent yield
LOAN PORTFOLIO 9 YoYQoQ12/31/20249/30/202512/31/2025$ in 000s 6.4%.4%$6,053,820$6,414,792$6,439,380Business 2.0%.3%1,409,9011,433,6521,438,012Construction .4%-1.9%3,661,2183,745,0003,674,567Business Real Estate -.2%-.6%3,058,1953,070,9803,053,435Personal Real Estate 6.0%1.2%2,073,1232,171,5992,196,822Consumer 5.2%3.0%356,650364,241375,159Revolving Home Equity -1.0%2.5%595,930575,317589,694Consumer Credit Card -62.8%-62.5%11,26611,1864,194Overdrafts 3.2%-.1%$17,220,103$17,786,767$17,771,263Total Loans Period-End Balances YoYQoQ12/31/20249/30/202512/31/2025$ in 000s 5.9%1.4%$5,963,217$6,230,019 $6,317,805Business -.2%.8%1,411,4371,396,9771,408,339Construction 2.6%.4%3,636,0263,715,5973,730,679Business Real Estate .4%-.0%3,047,4943,059,9133,058,834Personal Real Estate 5.4%1.8%2,087,2372,160,6372,200,500Consumer 6.2%3.2%350,541360,820372,194Revolving Home Equity -.4%.5%568,138563,351565,896Consumer Credit Card 17.1%-6.3%5,6287,0376,592Overdrafts 3.5%1.0%$17,069,718$17,494,351$17,660,839Total Loans QTD Average Balances
34.0% 17.1% 14.4% 8.9% 8.6%8.0% 5.4% Owner- occupied Industrial Office Hotels Multi-familyRetail Farm 2.4% Other 1.2% Senior living Real Estate - Business Loans: Office Outstanding Balances by Geography1 % of Total Loans Real Estate - Business Loans 7.0%Owner – Occupied 3.5%Industrial 3.0%Office 1.8%Hotels 1.8%Multi-family 1.6%Retail 1.1%Farm .2%Senior living .7%Other 20.7%Total COMMERCIAL REAL ESTATE BREAKDOWN 10 Real Estate - Business Loans $3.7 billion 1Geography determined by location of collateral. Includes only loans with a balance of $1 million and above, which represents 94% of outstanding balance of the stabilized, non-owner occupied office loans 2Critized is defined as special mention, substandard, and non-accrual loans 3LTV based on current exposure and property value at time of most recent valuation. Includes only loans with a balance of $1 million and above, which represents 94% of outstanding balance of the stabilized, non- owner occupied office loans Real Estate - Business Loans: Office Attributes as of December 31, 2025 46.8% 19.0% 10.9% 7.8% MO KS TX OH 5.6% OK 4.2% IL 0.6% CO 5.1% Other Midwest States • TTM Net Charge-offs on Office loans: .00% • Delinquent Office Loans: .00% • Non-Performing Office Loans: .00% • Criticized2 Office Loans to Total Office Loans: 16.0% • Weighted Average LTV of Office Loans: 64.1%3 • Percent of loans at floating interest rate: 73.7%
$162 $197 $279 $244 3Q25 $441 11 INCOME STATEMENT HIGHLIGHTS $155 $186 $267 $236 4Q24 $422 $166 $196 $283 $253 4Q25 $449 Non-Interest Income (+) Net Interest Income (+) Non-Interest Expense (-) Pre-Tax, Pre-Provision Net Revenue (=) 4Q25 Comparison 5.4%vs. 4Q24 -.3%vs. 3Q25 Pre-Tax, Pre-Provision Net Revenue (PPNR) $ in millions Expenses increased 3.7% over Q3 and increased 7.3% over the prior year. Acquisition related expense was $3MM in Q4 and $1MM in Q3. Revenue increased 1.9% over Q3 and increased 6.5% over the prior year. 1See the non-GAAP reconciliation on page 24
4Q25 vs. 4Q24 4Q25 vs. 3Q25 % Change$ Change% Change$ Change4Q25$ in millions 6%$16.51%$3.7$283.2Net Interest Income 7%$10.83%$4.7$166.2Non-Interest Income 7%$17.34%$9.0$253.0Non-Interest Expense 5%$10.0-0%-$.6$196.4Pre-Tax, Pre-Provision Net Revenue1 200%$2.0-63%-$5.0$2.9Investment Securities Gains, Net 18%$2.5-20%-$4.1$16.0Provision for Credit Losses 3%$4.6-1%-$.9$140.7Net-Income Attributable to Commerce Bancshares, Inc. 4Q25 vs. 4Q244Q24 4Q25 vs. 3Q253Q254Q25For the three months ended 5%$.960%$1.01$1.01Net Income per Common Share – Diluted 11 bps3.49%-4 bps3.64%3.60%Net Yield on Interest Earning Assets INCOME STATEMENT HIGHLIGHTS 1See the non-GAAP reconciliation on page 24 12
Trust Fees: Increase over the prior year mainly due to higher private client fees. Bank Card Transaction Fees: Decrease compared to the prior year mainly due to lower net corporate and credit card fees. Deposit Account Charges and Other Fees: Increase over the prior year mostly due to higher corporate cash management fees. Other: Increase over the prior year primarily due to higher tax credit sales fees and cash sweep fees. NON-INTEREST INCOME HIGHLIGHTS 13 4Q25 vs. 4Q24 4Q25 vs. 3Q25 % Change$ Change% Change$ Change4Q25$ in millions 10%$5.86%$3.7$62.1Trust Fees -2%-1.03%1.246.8Bank Card Transaction Fees 10%2.52%.527.9Deposit Account Charges and Other Fees 12%.5-23%-1.55.2Consumer Brokerage Services -18%-.9-18%-.94.2Capital Market Fees 25%.74%.13.6Loan Fees and Sales 24%3.210%1.516.4Other 7%$10.83%$4.7$166.2Total Non-Interest Income
NON-INTEREST EXPENSE HIGHLIGHTS 14 4Q25 vs. 4Q24 4Q25 vs. 3Q25 % Change$ Change% Change$ Change4Q25$ in millions 6%$9.13%$5.4$162.9Salaries and Employee Benefits 8%2.85%1.735.3Data Processing and Software -4%-.5-2%-.313.2Net Occupancy 62%5.629%3.314.6Professional and Other Services 9%.5-7%-.56.2Marketing 9%.55%.35.7Equipment -2%-.10%.04.8Supplies and Communication -103%-3.3-103%-3.2-.1Deposit Insurance 36%2.827%2.210.4Other 7%$17.34%$9.0$253.0Total Non-Interest Expense Salaries and Benefits: Increase over the previous year mainly due to higher full-time salaries, incentive compensation and healthcare expense. Professional and other services: Includes $2.6 million in acquisition related expense. Deposit Insurance: Decrease in current quarter is due to a $3.9 million accrual adjustment to the FDIC’s special assessment.
15 LIQUIDITY AND CAPITAL
2021 2022 2023 2024 $3.0 $2.8 $2.4 $2.4 DEPOSIT BALANCE TRENDS Segment view $ in billions 16 2021 2022 2023 2024 $12.0 $11.9 $10.4 $9.9 2021 2022 2023 2024 $12.8 $13.4 $12.2 $12.3 Commercial Consumer Wealth Average Balance 3Q25 4Q25 $12.3 $12.6 Period EndAverage Balance Average Balance Segment balances do not include brokered deposits. 2021 through 2024 are year to date average balances. 3Q25 4Q25 $10.7 $10.3 Period End 3Q25 4Q25 $2.5 $2.6 Period End 3Q25 4Q25 $10.2 $10.8 3Q25 4Q25 $12.2 $12.3 3Q25 4Q25 $2.5 $2.5
3.49% 3.64% 3.60% Net Yield Hedging Structures: Four floor contracts (indexed to 1 Month SOFR) to hedge the risk of declining interest rates on floating rate commercial loans. The contracts have a term of 6 years. • 3.5% floor contract with a notional value of $500 million. The contract began 7/2024. • 3.25% floor contract with a notional value of $500 million. The contract began 11/2024. • 3.0% floor contract with a notional value of $500 million. The contract began 3/2025. • 2.75% floor contract with a notional value of $500 million. The contract began 7/2025. OPPORTUNTIES TO ENHANCE AND PROTECT NET INTEREST INCOME • Cash flows of approximately $1.2B from maturities and paydowns of investments are expected over the next twelve months. • Net yield on interest earning assets decreased 4 bps from Q3 to 3.60%. • Total cost of deposits decreased 6 bps from Q3 to 1.14%. • As of December 31, 2025, over 62% of loans were variable rate. 17 Q4 2024 3Q 2025 4Q 2025 Quarterly Net Yield on Interest Earning Assets
Over 62% of total loans are variable; 69% of commercial loans have floating rates SUMMARY OF FIXED & FLOATING LOANS 33% 67% Business Total Loans: $6.4B Fixed Variable C om m er ci al 52%48% Personal RE Total Loans: $3.1B C on su m er 100% 38% 62% Business RE Total Loans: $3.7B 96% 4% Consumer Card Total Loans: $0.6B 63% 37% Consumer Total Loans: $2.2B 18 95% 5% Construction Total Loans: $1.4B As of 12/31/2025 HELOC Total Loans: $0.4B
33% 7%44% 14% 2% Composition of AFS Portfolio Treasury & agency Municipal MBS Asset-backed Other debt HIGH QUALITY, HIGHLY LIQUID AND DIVERSE INVESTMENT PORTFOLIO 1Excludes inflation effect on TIPs; 2Tax equivalent yield Duration (yrs)Avg RateQTD – Dec. 31, 2025 3.73.65%Treasury & agency1 4.42.06%2Municipal 5.82.05%MBS 1.43.78%Asset-backed 3.12.97%Other debt 4.32.96%Total 19 Total available for sale securities Average balance: $9.2 billion, at fair value As of December 31, 2025 • Purchases of AFS debt securities in Q4 totaled $445MM with a weighted average yield of approximately 3.59%. • AFS debt securities portfolio duration of 4.3 years. • AOCI loss decreased from $(534MM) at Q3 to $(508MM) at Q4.
91%9% Core Deposits - Non-Interest Bearing - Interest Checking - Savings and Money Market Certificates of Deposits Average Loan to Deposit Ratio3 SOUND CAPITAL AND LIQUIDITY POSITION 20 Tier 1 Risk-Based Capital Ratio1 1S&P Global Market Intelligence, Information as of September 30, 2025 2Period-end balances, as of December 31, 2025 3Includes loans held for sale, for the quarter ended December 31, 2025 17.5% 17.5% 16.1% 14.6% 14.4% 14.1% 13.9% 13.6% 13.4% 13.4% 13.2% 12.4% 12.3% 11.9% 11.5% 11.5% 11.3% 11.3% 11.1% 10.9% CBSH PB HOMB CFR WSFS HWC UCB BOKF FIBK UBSI ABCB CADE SFNC FULT OZK UMBF PNFP ONB FNB ASB Peer Median: 13.2% Core Deposits $23.3 Billion2 Large, stable deposit base Loan to Deposit Ratio Total Deposits2 69% Average Loan to Deposit Ratio182% Commerce Peer Average
$18.3 $16.3 $15.8 $140.6 $154.4 4Q24 3Q25 4Q25 $10.7 $10.3 $9.9 $16.0 $13.5 4Q24 3Q25 4Q25 MAINTAINING STRONG CREDIT QUALITY Net Loan Charge-Offs (NCOs) $ in millions NCOs- CBSH NCOs - Peer Average NCO/Average Loans1 - CBSH $162.7 $175.7 $179.5 $321.4 $349.3 4Q24 3Q25 4Q25 Allowance for Credit Losses on Loans (ACL) $ in millions ACL - CBSH ACL - Peer Average ACL / Total Loans - CBSH Non-Accrual Loans (NALs) $ in millions NALs - CBSH NALs - Peer Average 8.9x 10.8x 11.4x 3.3x 2.8x 4Q24 3Q25 4Q25 Allowance for Credit Losses on Loans (ACL) to NALs ACL / NALs - CBSH ACL / NALs - Peer AverageNALs / Total Loans - CBSH NCO/Average Loans1 – Peer Average .11% NALs / Total Loans – Peer Average .09% .09% .58% ACL / Total Loans – Peer Average .95% .99% 1.01% 1.34% 1.36% .25% .23% .22%.22% .19% Percentages are illustrative and not to scale; Peer Banks include: ABCB, ASB, BOKF, CADE, CFR, FIBK, FNB, FULT, HOMB, HWC, ONB, OZK, PB, PNFP, SFNC, UBSI, UCB, UMBF, WSFS 1As a percentage of average loans (excluding loans held for sale) 21 .58%
ALLOCATION OF ALLOWANCE 22 CECL allowances reflect the economic and market outlook December 31, 2025September 30, 2025 % of Outstanding Loans Allowance for Credit Losses (ACL) % of Outstanding Loans Allowance for Credit Losses (ACL)$ in millions .83%$ 53.2.79%$ 50.7Business .94%34.6 .90%33.6 Bus R/E 2.02%29.11.99%28.6Construction 1.01%$ 116.9.97%$ 112.9Commercial total .71%15.6 .76%16.5 Consumer 5.80%34.25.63%32.4Consumer CC .36%10.9.39%11.8Personal R/E .46%1.7.52%1.9Revolving H/E 3.53%.1 1.03%.1 Overdrafts 1.01%$ 62.61.01%$ 62.7Consumer total 1.01%$ 179.5.99%$ 175.7Allowance for credit losses on loans 0.96% 0.94% 0.95% 0.94% 0.93% 0.92% 0.94% 0.95% 0.96% 0.94% 1.01% 0.70% 0.80% 0.90% 1.00% 1.10% $125 $150 $175 $200 $100 $159.3 1Q $158.7 2Q $162.2 3Q $162.4 4Q $160.5 1Q 2Q $160.8 3Q $162.7 4Q $167.0 1Q $165.3 2Q $175.7 0.99% 3Q $179.5 4Q $158.6 Allowance for Credit Losses (ACL) on Loans ACL - Loans (left) ACL / Total Loans (right) $ in millions 2023 2024 2025
Quick Facts: Small Business Investment Company (SBIC) founded in 1959 Nationwide footprint with Greater Midwest Focus 31 Portfolio Companies Representing $989.5 million in Revenue Over 3,000 Employees Fair Value as of December 31, 2025: $184.3 million Investment Criteria • Manufacturing, distribution and certain service companies • Cash flow positive • Good management • Consistent financial performers • Operate in niche markets • Significant and defensible market positions • Differentiated products and services • Scalable business platforms Target Parameters • Revenues - $10 million to $100 million • EBITDA - $2 million to $7 million CAPITAL FOR BUSINESS® A middle-market private equity firm focused on the success of industrial growth companies Transaction Types Management buyouts Leveraged buyouts Succession plans Recapitalizations Corporate divestitures Investment Structures Subordinated debt Preferred stock Common stock Warrants Other Information Co-investors Majority control Target 5-7 year hold period Management participation 23
NON-GAAP RECONCILIATIONS 24 For The Three Months Ended Dec. 31, 2024Sep. 30, 2025Dec. 31, 2025(DOLLARS IN THOUSANDS) 266,647$279,457$283,152$Net Interest IncomeA 155,436$161,511$166,208$Non-Interest IncomeB 235,718$244,018$252,995$Non-Interest ExpenseC 186,365$196,950$196,365$Pre-Provision Net Revenue (A+B-C) Pre-tax, Pre-provision Net Revenue
Contact Information: Matt Burkemper Senior Vice President, Commerce Bank Corporate Development and Investor Relations 314.746.7485 [email protected] Commerce Bancshares, Inc. Investor Relations website: http://investor.commercebank.com/ 25
