Commerce Bancshares (CBSH) CEO John Kemper Exercises SARs, Sells Shares

What Happened

• John W. Kemper, President & CEO and a director of Commerce Bancshares (CBSH), exercised stock appreciation rights (SARs) on July 29, 2026, converting 26,386 underlying shares in two exercises: 10,289 shares @ $36.44 (cost $374,929) and 16,097 shares @ $39.90 (cost $642,265), for a total exercise cost of $1,017,194.
• All shares from the exercises were used to satisfy tax/exercise obligations and for sale: 3,783 shares were withheld/used to pay taxes (1,618 @ $60.68 and 2,165 @ $60.63), 16,773 shares were surrendered to the issuer (6,179 @ $60.68 and 10,594 @ $60.63), and 5,830 shares were sold in the open market @ ~$60.58 for $353,190. The cash value of all dispositions totaled about $1.60 million. Net effect: the converted shares were fully surrendered/sold (no net new shares retained from this exercise).

Key Details

• Transaction date: July 29, 2026; Form filed July 30, 2026 (timely).
• Exercise details: 10,289 shares @ $36.44 and 16,097 shares @ $39.90 (total acquired via exercise = 26,386 shares; total exercise cost ≈ $1,017,194).
• Dispositions/withholdings: 1,618 and 2,165 shares withheld for taxes; 6,179 and 10,594 shares surrendered to issuer; 5,830 shares sold open market (sale prices ranged $60.565–$60.62 per footnote).
• Cash realized from dispositions: ≈ $1,599,890 (sum of the reported disposal values).
• Shares owned after these transactions: not specified in the provided filing excerpt.
• Footnotes: F1 notes sale prices ranged $60.565–$60.62. F2 and F3 indicate the SARs vesting schedules (four equal annual installments beginning Jan 31, 2018 and Jan 24, 2019).
• Transaction codes: M = exercise/conversion of derivative (SARs); F = payment of exercise price/tax liability (share withholding); D = disposition to issuer (surrender); S = open-market sale.

Context

• This was an exercise of SARs that appears to have been net-settled/cashless: shares issued on exercise were immediately used for tax withholding and surrendered/sold rather than retained, so this does not represent a fresh buy signal. Such transactions are common for executives when SARs or options vest and taxes are due.