Commerce Bancshares (CBSH) Exec VP David Orf Exercises SARs, Sells Shares

What Happened

• David L. Orf, Executive Vice President & Chief Credit Officer of Commerce Bancshares (CBSH), exercised stock appreciation rights (SARs) on 2026-08-14 to acquire 2,547 common shares (1,194 + 1,353). The reported acquisition entries show notional exercise values of $37.91 and $39.14 per share (total shown $98,223).
• The 2,547 acquired shares were disposed the same day in three parts: 275 shares surrendered for tax withholding (@ $60.31, $16,585), 1,630 shares returned to the issuer (@ $60.31, $98,305), and 642 shares sold in the open market (@ $60.35, $38,745). Total proceeds reported from the dispositions = $153,635.
• The filing also reports the cancellation/settlement of the SARs (derivative entries listed with $0.00), which is standard when SARs are converted into stock.

Key Details

• Transaction date: 2026-08-14; Form 4 filed: 2026-08-18 (covers the Aug 14 transactions).
• Exercise/acquired: 1,194 shares @ $37.91 ($45,264) and 1,353 shares @ $39.14 ($52,959) — total 2,547 shares acquired by exercising SARs.
• Dispositions: 275 shares withheld for taxes (@ $60.31), 1,630 shares issued/returned to company (@ $60.31), 642 shares sold on open market (@ $60.35); total disposition proceeds $153,635.
• Shares owned after transaction: not provided in the data supplied.
• Footnotes: F1 & F2 indicate the SARs vest in four equal annual installments beginning March 2, 2018 (F1) and March 1, 2019 (F2).
• Derivative reporting: the $0.00 disposition lines reflect cancellation/settlement of the SAR instruments upon exercise (common Form 4 reporting practice).

Context

• This pattern — exercising SARs and simultaneously surrendering some shares for tax withholding, returning some to the issuer, and selling the remainder — is a common cashless/settlement transaction rather than a new open‑market purchase. It does not by itself indicate a change in the insider’s long‑term view of the company.