Commerce Bancshares exec exercises 440 stock rights

Senior vice president exercises stock appreciation rights for 440 CBSH shares, with a portion withheld and a portion returned to the issuer.

Rhea-AI Filing Summary

COMMERCE BANCSHARES INC (CBSH) reported that Senior Vice President Jennifer B. Upton exercised stock appreciation rights on September 4, 2026, converting rights into 440 shares of common stock at exercise prices of $37.9095 and $39.1416 per share. A total of 44 shares of common stock were delivered or withheld for payment of exercise price or tax liability, and 291 shares were reported as dispositions to the issuer on the same date. The filing reports no Rule 10b5-1 trading plan.

Insider Trade Summary

440 shares exercised/converted

Exercise 8 txns

Insider UPTON JENNIFER B

Role Senior Vice President

Type	Security	Shares	Price	Value
Exercise	Stock Appreciation Rights F1	220	$0.00	$0.00
Exercise	Stock Appreciation Rights F2	220	$0.00	$0.00
Exercise	Common Stock	220	$37.9095	$8K
Exercise	Common Stock	220	$39.1416	$9K
Exercise Price or Tax Liability	Common Stock	23	$58.51	$1K
Exercise Price or Tax Liability	Common Stock	21	$58.52	$1K
Disposition	Common Stock	143	$58.51	$8K
Disposition	Common Stock	148	$58.52	$9K

Holdings After Transaction: Stock Appreciation Rights — 0 contracts (Direct); Common Stock — 1,735 shares (Direct)

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.

Key Figures

Stock appreciation rights exercised: 440 shares Exercise price (lot 1): $37.9095 per share Exercise price (lot 2): $39.1416 per share +5 more

8 metrics

Stock appreciation rights exercised 440 shares Two exercises of 220 Stock Appreciation Rights each on September 4, 2026

Exercise price (lot 1) $37.9095 per share Exercise of 220 Stock Appreciation Rights into common stock

Exercise price (lot 2) $39.1416 per share Exercise of 220 Stock Appreciation Rights into common stock

Shares for exercise price or tax liability 44 shares Code F transactions delivering or withholding 23 and 21 shares

Price for tax/exercise shares (lot 1) $58.51 per share 23 shares delivered or withheld under code F

Price for tax/exercise shares (lot 2) $58.52 per share 21 shares delivered or withheld under code F

Shares disposed to issuer 291 shares Two code D transactions of 143 and 148 shares

SAR expiration dates March 2, 2027 and March 1, 2028 Expiration dates of exercised Stock Appreciation Rights

Key Terms

Stock Appreciation Rights, exercise price, tax liability, disposition to issuer

4 terms

Stock Appreciation Rights financial

"Reporting person exercised Stock Appreciation Rights into common stock"

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 price financial

"Common stock was acquired at an exercise price per share stated in the filing"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

tax liability financial

"Shares were delivered or withheld for payment of exercise price or tax liability"

disposition to issuer financial

"Some common shares were reported as a disposition to issuer"

FAQ

What did CBSH executive Jennifer B. Upton report on this Form 4 for Commerce Bancshares (CBSH)?

Jennifer B. Upton reported exercising stock appreciation rights on September 4, 2026, acquiring 440 shares of Commerce Bancshares common stock, with some shares delivered or withheld to cover exercise price or tax liability and others disposed to the issuer.

How many Commerce Bancshares (CBSH) shares were acquired through the stock appreciation rights exercise?

The filing shows that 440 shares of Commerce Bancshares common stock were acquired through the exercise of stock appreciation rights, in two lots of 220 shares each, on September 4, 2026.

What were the exercise prices for the CBSH stock appreciation rights reported by Jennifer B. Upton?

The stock appreciation rights were exercised into common stock at exercise prices of $37.9095 per share for 220 shares and $39.1416 per share for another 220 shares, according to the Form 4 for Commerce Bancshares (CBSH).

How many CBSH shares were used for exercise price or tax liability in this Form 4?

The Form 4 reports two transactions coded “F,” where a total of 44 shares of Commerce Bancshares common stock (23 and 21 shares) were delivered or withheld at prices of $58.51 and $58.52 per share for payment of exercise price or tax liability.

How many Commerce Bancshares (CBSH) shares were disposed of to the issuer in this filing?

The filing lists two “D” coded transactions where a total of 291 shares of Commerce Bancshares common stock (143 and 148 shares) were reported as dispositions to the issuer at prices of $58.51 and $58.52 per share.

Were the CBSH transactions under a Rule 10b5-1 trading plan?

The Form 4 indicates that the Rule 10b5-1 checkbox is not selected, meaning these Commerce Bancshares (CBSH) transactions are not reported as being made under a Rule 10b5-1 trading plan.

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Available on EDGAR 09/09/2026 - 05:29 PM Accepted by SEC EDGAR 09/09/2026 - 05:28 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

UPTON JENNIFER B

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/04/2026		M		220	A	$37.9095	1,850	D
Common Stock	09/04/2026		M		220	A	$39.1416	2,070	D
Common Stock	09/04/2026		F		23	D	$58.51	2,047	D
Common Stock	09/04/2026		F		21	D	$58.52	2,026	D
Common Stock	09/04/2026		D		143	D	$58.51	1,883	D
Common Stock	09/04/2026		D		148	D	$58.52	1,735	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Rights	$37.9095	09/04/2026		M			220	03/02/2018(1)	03/02/2027	Common Stock	220	$0	0	D
Stock Appreciation Rights	$39.1416	09/04/2026		M			220	03/01/2019(2)	03/01/2028	Common Stock	220	$0	0	D

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/ Steven A. Brandjord For: Jennifer B. Upton	09/09/2026
	** Signature of Reporting Person	Date
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)