Commerce Bancshares SVP Jennifer Upton Exercises Stock Awards

What Happened

• Jennifer B. Upton, Senior Vice President of Commerce Bancshares (CBSH), exercised stock appreciation rights (SARs) on September 4, 2026. She exercised two SAR tranches for 220 shares each, recorded at $37.91 (220 shares, $8,340) and $39.14 (220 shares, $8,611), for a total reported value of $16,951.
• To satisfy tax withholding and issuer considerations, 335 shares were surrendered/withheld: 23 shares (tax withholding) at $58.51, 21 shares (tax withholding) at $58.52, 143 shares surrendered to the issuer at $58.51, and 148 shares surrendered to the issuer at $58.52. After those withholdings/surrenders, the net shares retained from the exercises were 105 shares.

Key Details

• Transaction date: September 4, 2026; Form 4 filed September 9, 2026 (filed within the typical two business‑day window).
• Exercise entries (code M): 220 shares @ $37.91 (acquired, $8,340) and 220 shares @ $39.14 (acquired, $8,611).
• Withholding/disposition entries: 23 shares @ $58.51 (F), 21 shares @ $58.52 (F), 143 shares @ $58.51 (D), 148 shares @ $58.52 (D); total shares withheld/surrendered = 335.
• Net effect: +440 shares from exercises, −335 shares withheld/surrendered, net +105 shares retained.
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Footnotes: F1 and F2 indicate the SARs vest in four equal annual installments starting March 2, 2018 (F1) and March 1, 2019 (F2).

Context

• These transactions represent exercises of stock appreciation rights (derivative awards). The combination of exercise entries and immediate withholding/surrender to the issuer is a cashless-like settlement pattern commonly used to cover tax liabilities and any consideration due; it is routine and not itself a buy/sell signal.
• No purchase of open‑market shares occurred; the filing documents internal award exercises and share withholding/surrenders.