[May 08, 2024]

Commerce Bancshares, Inc. Announces Visa Inc.'s Acceptance of Class B-1 Common Stock and Investment Securities Repositioning

Commerce Bancshares, Inc. (NASDAQ: CBSH) announced today that Visa Inc. has accepted the company's tender of its 823,447 shares of Visa Class B-1 common stock in exchange for a combination of Visa Class B-2 common stock and Visa Class C common stock.

As a result of the exchange, Commerce marked its Visa Class C common stock to fair value and recorded a gain of $175.5 million based on the conversion privilege of the Visa Class C common stock and the closing price of Visa Class A common stock on May 3, 2024 of $268.49 per share. The company's Visa Class C shares are expected to continue to be marked to fair value on a recurring basis using the Visa Class A shares as evidence of orderly transactions between market participants for similar securities issued by Visa.

Subsequent to the successful close of the Exchange Offer, the company approved a plan to reposition a portion of its available for sale debt securities portfolio through the sale of securities with an amortized cost of approximately $1.0 billion. The securities that the company plans to sell have a yield of approximately 20%, which is expected to result in a loss of approximately $165 million, and the company expects to reinvest the proceeds mostly into investment securities yielding approximately 4.6%. The company expects the repositioning to increase net interest income, reduce interest rate risk to lower rates, and improve the quality of the Company's pledgeable investment securities. The timing and amount of the loss ultimately realized on the available for sale debt securities and the reinvestment assumptions may depend on many considerations, including market conditions, the future price of Visa Class A common stock, and other factors.

Details of the exchange and repositioning can be found on pages 21 and 22 of Commerce Bancshares, Inc.'s Form 10-Q, for the quarter ending March 31, 2024.

About Commerce Bank

With $30.4 billion in assets¹, Commerce Bancshares, Inc. (NASDAQ: CBSH) is a regional bank holding company offering a full line of banking services through its subsidiaries, including payment solutions, investment management and securities brokerage. One of its subsidiaries, Commerce Bank, leverages nearly 160 years of proven strength and experience to help individuals and businesses solve financial challenges. In addition to offering payment solutions across the U.S., Commerce Bank currently operates full-service banking facilities across the Midwest including the St. Louis and Kansas City metropolitan areas, Springfield, Central Missouri, Central Illinois, Wichita, Tulsa, Oklahoma City, and Denver. Beyond the Midwest, Commerce also maintains commercial offices in Dallas, Houston, Cincinnati, Nashville, Des Moines, Indianapolis, and Grand Rapids and wealth offices in Dallas, Houston and Naples. Commerce delivers high-touch service and sophisticated financial solutions at regional branches, commercial and wealth offices, ATMs, online, mobile and through a 24/7 customer service line. Learn more at www.commercebank.com.

¹As of March 31, 2024

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