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Commerce Bancshares SVP sells 666 shares after SARs

COMMERCE BANCSHARES INC (CBSH) reported that Senior Vice President Douglas D. Neff exercised previously granted stock appreciation rights and adjusted his common stock holdings.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

COMMERCE BANCSHARES INC (CBSH) reported that Senior Vice President Douglas D. Neff exercised previously granted stock appreciation rights and adjusted his common stock holdings. On 2026-08-27 he exercised stock appreciation rights for 1,393 shares at an exercise price of $37.9094 per share and 1,396 shares at $39.1416 per share, receiving an equivalent number of common shares. In connection with these exercises, 273 common shares at $58.10 per share were delivered or withheld for payment of exercise price or tax liability, and 1,850 common shares at $58.10 per share were disposed of to the issuer. Neff also sold 666 common shares at $58.145 per share. Following these transactions, he reported indirect ownership of 722 common shares through a 401(k) account. Footnotes state that the stock appreciation rights vest in four equal annual installments beginning March 2, 2018 and March 1, 2019, respectively.

Positive

  • None.

Negative

  • None.
Insider Neff Douglas D
Role Senior Vice President
Sold 666 shs ($39K)
Approx. gross sale proceeds $39K
Approx. exercise cost $107K
Type Security Shares Price Value
Exercise Stock Appreciation Rights F1 1,393 $0.00 $0.00
Exercise Stock Appreciation Rights F2 1,396 $0.00 $0.00
Exercise Common Stock 1,393 $37.9094 $53K
Exercise Common Stock 1,396 $39.1416 $55K
Exercise Price or Tax Liability Common Stock 273 $58.10 $16K
Disposition Common Stock 1,850 $58.10 $107K
Sale Common Stock 666 $58.145 $39K
holding Common Stock -- -- --
Holdings After Transaction: Stock Appreciation Rights — 0 contracts (Direct); Common Stock — 11,746 shares (Direct); Common Stock — 722 shares (Indirect, 401(k))
Footnotes (2)
  1. F1. The stock appreciation right vests in four equal annual installments beginning March 2, 2018.
  2. F2. The stock appreciation right vests in four equal annual installments beginning March 1, 2019.
Stock appreciation rights exercised (first grant) 1,393 shares at $37.9094 per share Exercise of stock appreciation rights into common stock on 2026-08-27
Stock appreciation rights exercised (second grant) 1,396 shares at $39.1416 per share Exercise of stock appreciation rights into common stock on 2026-08-27
Shares withheld or delivered for exercise price or tax liability 273 shares at $58.10 per share Code F transaction on 2026-08-27
Shares disposed to issuer 1,850 shares at $58.10 per share Code D disposition to issuer on 2026-08-27
Open-market or private sale 666 shares at $58.145 per share Code S sale of common stock on 2026-08-27
Indirect holdings after transaction 722 shares Common stock held indirectly through 401(k) account after transactions
Total derivative shares exercised 2,789 shares Sum of stock appreciation right exercises (1,393 + 1,396) on 2026-08-27
Stock appreciation right expiration dates March 2, 2027 and March 1, 2028 Expiration dates of exercised stock appreciation rights
Stock Appreciation Rights financial
"security_title": "Stock Appreciation Rights""
Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.
Exercise or conversion of derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
Payment of exercise price or tax liability by delivering or withholding securities financial
"transaction_code_description": "Payment of exercise price or tax liability by delivering or withholding"
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
Rule 10b5-1 regulatory
"Rule 10b5-1 trading plans or pre-arranged trading arrangements"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
401(k) financial
"nature_of_ownership": "401(k)""
A 401(k) is a type of retirement savings plan offered by employers that allows workers to set aside a portion of their paycheck before taxes are taken out. The money saved in a 401(k) can grow over time through investments, helping individuals build funds for their future retirement. It matters to investors because it provides a tax-advantaged way to save and invest for long-term financial security.

FAQ

What did CBSH executive Douglas D. Neff report in this Form 4?

Douglas D. Neff reported exercising 2,789 stock appreciation right shares into common stock on 2026-08-27, with related share withholdings and dispositions, including an open-market sale of 666 common shares and a disposition of 1,850 shares to COMMERCE BANCSHARES INC.

How many COMMERCE BANCSHARES INC (CBSH) shares did Neff sell in the market?

Neff sold 666 shares of COMMERCE BANCSHARES INC common stock on 2026-08-27 at a price of $58.145 per share in a sale transaction coded "S".

What stock appreciation rights did Neff exercise in this CBSH Form 4?

Neff exercised two stock appreciation rights positions: 1,393 underlying shares at an exercise price of $37.9094 per share (grant vesting in four installments beginning March 2, 2018) and 1,396 underlying shares at $39.1416 per share (vesting beginning March 1, 2019).

How many CBSH shares were withheld for exercise price or tax liabilities?

A total of 273 COMMERCE BANCSHARES INC common shares were reported under transaction code "F" at $58.10 per share, described as payment of exercise price or tax liability by delivering or withholding securities.

What shares did Neff dispose of to COMMERCE BANCSHARES INC (CBSH)?

Neff reported a disposition of 1,850 COMMERCE BANCSHARES INC common shares to the issuer under transaction code "D" at a reported price of $58.10 per share on 2026-08-27.

What CBSH holdings did Neff report after these transactions?

After these transactions, Neff reported indirect ownership of 722 COMMERCE BANCSHARES INC common shares through a 401(k) account. The filing does not state a total direct common share balance following the transactions.

Were Neff’s CBSH transactions reported as made under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirmative (aff_10b5_one is false), so the transactions are not identified there as being made pursuant to a Rule 10b5-1 trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Neff Douglas D

(Last)(First)(Middle)
1000 WALNUT ST

(Street)
KANSAS CITY MISSOURI 64106

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
COMMERCE BANCSHARES INC /MO/ [ CBSH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Senior Vice President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock08/27/2026M1,393A$37.909413,139D
Common Stock08/27/2026M1,396A$39.141614,535D
Common Stock08/27/2026F273D$58.114,262D
Common Stock08/27/2026D1,850D$58.112,412D
Common Stock08/27/2026S666D$58.14511,746D
Common Stock722I401(k)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Appreciation Rights$37.909408/27/2026M1,39303/02/2018(1)03/02/2027Common Stock1,393$00D
Stock Appreciation Rights$39.141608/27/2026M1,39603/01/2019(2)03/01/2028Common Stock1,396$00D
Explanation of Responses:
1. The stock appreciation right vests in four equal annual installments beginning March 2, 2018.
2. The stock appreciation right vests in four equal annual installments beginning March 1, 2019.
/s/ By: Steven A. Brandjord For: Douglas D. Neff08/31/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)