
Commerce Bancshares, Inc. (NASDAQ:CBSH, or the &#34;Company&#34;)) announced that Visa Inc. (&#34;Visa&#34;) has accepted the Company&#39;s tender of its 411,723 shares of Visa Class B-2 common stock in exchange for a combination of Visa

<p xmlns="http://www.w3.org/1999/xhtml">
Commerce Bancshares, Inc. (NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/CBSH">CBSH</a>, or the "Company")) announced that Visa Inc. ("Visa") has accepted the Company's tender of its 411,723 shares of Visa Class B-2 common stock in exchange for a combination of Visa Class B-3 common stock and Visa Class C common stock (the "Exchange Offer"). The tender was previously announced by the Company on a Form 8-K filed on April 27, 2026.

</p><p xmlns="http://www.w3.org/1999/xhtml">
As a result of the Exchange Offer, the Company marked its Visa Class C common stock to fair value and recorded a gain of $99 million, based on the conversion privilege of the Visa Class C common stock and the closing price of Visa Class A common stock on May 8, 2026, of $318.79 per share. The Company's Visa Class C common stock shares are expected to continue to be marked to fair value on a recurring basis using the Visa Class A common stock shares as evidence of orderly transactions between market participants for similar securities issued by Visa.

</p><p xmlns="http://www.w3.org/1999/xhtml">
Subsequent to the successful close of the Exchange Offer, the Company approved a plan to reposition a portion of its available-for-sale debt securities portfolio through the sale of securities with an amortized cost of approximately $911 million. The securities that the Company plans to sell have a yield of approximately 2.5%, which is expected to result in a pretax loss of approximately $95 million. The Company expects to reinvest most of the proceeds into investment securities yielding approximately 4.0%.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The Company expects the repositioning to increase net interest income, reduce earnings volatility, reduce exposure to changes in interest rates, and enhance the overall quality and flexibility of the balance sheet. The cumulative impact of the gain on Visa stock as a result of the Exchange Offer and the anticipated securities repositioning is expected to be approximately neutral to the Company's Common Equity Tier 1 ratio.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The timing and amount of the loss ultimately realized on the available-for-sale debt securities and the reinvestment assumptions may depend on a number of factors, including market conditions, the future price of Visa Class A common stock, and other considerations.

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">About Commerce Bancshares, Inc.</b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
Commerce Bancshares, Inc. (NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/CBSH">CBSH</a>) is a regional bank holding company with $35.7 billion in assets<sup xmlns="http://www.w3.org/1999/xhtml">1</sup>, offering banking, payment solutions, wealth management and securities brokerage through its subsidiaries. Commerce Bank, its primary subsidiary, brings over 160 years of experience helping individuals and businesses through high-touch service and sophisticated, personalized financial solutions.

</p><p xmlns="http://www.w3.org/1999/xhtml">
Commerce maintains an extensive network of banking centers, wealth offices, and ATMs throughout the Midwest, as well as commercial offices in 11 states and offers payment solutions nationwide. With its recent acquisition of FineMark Holdings, Inc., Commerce builds on its existing private banking and wealth management presence in Florida and adds wealth offices in Arizona and South Carolina.

</p><p xmlns="http://www.w3.org/1999/xhtml">
Customers can conveniently access their accounts 24/7 using mobile and online platforms, as well as a customer service line.

</p><p xmlns="http://www.w3.org/1999/xhtml">
Learn more at <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.commercebank.com%2F&amp;esheet=54534768&amp;newsitemid=20260512821808&amp;lan=en-US&amp;anchor=www.commercebank.com&amp;index=1&amp;md5=f3a286b0b240efacd4932300df6d8ba2" shape="rect">www.commercebank.com</a>

</p><p xmlns="http://www.w3.org/1999/xhtml">
<sup xmlns="http://www.w3.org/1999/xhtml">1</sup>As of March 31, 2026

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml"><span xmlns="http://www.w3.org/1999/xhtml" class="bwuline">Forward Looking Information</span></b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
This information contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include future financial and operating results, expectations, intentions, and other statements that are not historical facts. Such statements are based on current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements. Additional information about risks and uncertainties is included in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections within the Company&#39;s Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

</p><p xmlns="http://www.w3.org/1999/xhtml"><img xmlns="http://www.w3.org/1999/xhtml" alt="" src="https://cts.businesswire.com/ct/CT?id=bwnews&amp;sty=20260512821808r1&amp;sid=benz2&amp;distro=nx&amp;lang=en" style="width:0;height:0"></img><span xmlns="http://www.w3.org/1999/xhtml" class="bwct31415"></span></p><p xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink"><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-phrase">View source version on businesswire.com: </span><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-link"><a xmlns="http://www.w3.org/1999/xhtml" href="https://www.businesswire.com/news/home/20260512821808/en/" rel="nofollow">https://www.businesswire.com/news/home/20260512821808/en/</a></span></p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">For more information, please contact: 
</b><br xmlns="http://www.w3.org/1999/xhtml"></br>Matt Burkemper (314) 746-7485

</p><p xmlns="http://www.w3.org/1999/xhtml">
<a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:Matthew.Burkemper@CommerceBank.com" shape="rect">Matthew.Burkemper@CommerceBank.com</a>

</p>

CBSH

Commerce Bancshares, Inc. Announces Visa Inc.'s Acceptance of Class B-2 Common Stock and Investment Securities Repositioning

CBSH Gains $99 Million Through Visa Stock Exchange Offer

<section class="insight" data-version="1">
  <section data-block="information">
    <h3>Information</h3>
    <p>Commerce Bancshares, Inc. (NASDAQ:CBSH, or the &amp;#34;Company&amp;#34;)) announced that Visa Inc. (&amp;#34;Visa&amp;#34;) has accepted the Company&amp;#39;s tender of its 411,723 shares of Visa Class B-2 common stock in exchange for a combination of Visa</p>
  </section>

  <section data-block="ai-summary-paragraph">
    <h3>AI Summary</h3>
    <p>Commerce Bancshares, Inc. announced a successful exchange offer for Visa shares, realizing a $99 million gain. Additionally, the company plans to reposition $911 million in debt securities, aiming to boost net interest income and enhance balance sheet quality.</p>
  </section>

  <section data-block="ai-summary-bullets">
    <h3>Key Points</h3>
    <ul><li>CBSH exchanged its Visa Class B-2 shares for B-3 and C shares.</li><li>The exchange resulted in a $99 million gain for CBSH.</li><li>CBSH plans to reposition $911M in debt securities and incur a $95M loss.</li><li>This strategy aims to increase net interest income and balance sheet quality.</li><li>Overall impact on CBSH&#039;s capital ratios is expected to be neutral.</li></ul>
  </section>

  <section data-block="companies-mentioned">
    <h3>Companies Mentioned</h3>
    <ul><li><strong>Visa Inc. (V)</strong>: CBSH&#039;s stock gains are tied to Visa&#039;s performance.</li></ul>
  </section>

  <section data-block="category">
    <h3>Corporate Developments</h3>
    <p>This news fits the &#039;Corporate Developments&#039; category, as it highlights strategic actions by CBSH that could enhance financial performance and stability amid market fluctuations.</p>
  </section>

  <section data-block="market-moving">
    <h3>Market-Moving</h3>
    <ul><li>Repositioning of securities may increase CBSH&#039;s net interest income significantly.</li><li>The $99 million gain from the Visa exchange enhances CBSH&#039;s liquidity.</li><li>Changes in Visa&#039;s stock price could impact future valuations.</li><li>Potential loss from debt securities could create volatility in the short term.</li></ul>
  </section>

  <section data-block="key-facts">
    <h3>Key Facts</h3>
    <ul><li>CBSH holds 411,723 shares of Visa Class B-2 stock.</li><li>Visa Class A stock closed at $318.79 on May 8, 2026.</li><li>Class C stock&#039;s fair value is now marked based on Visa&#039;s share price.</li><li>CBSH plans to sell $911 million worth of securities with a 2.5% yield.</li><li>Expected loss from these securities is approximately $95 million.</li></ul>
  </section>

  <section data-block="trading-thesis">
    <h3>Trading Thesis</h3>
    <p>CBSH appears well-positioned for short-term gains following positive developments in liquidity management.</p>
  </section>
</section>


<p xmlns="http://www.w3.org/1999/xhtml">
Commerce Bancshares, Inc. (NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/CBSH">CBSH</a>, or the "Company")) announced that Visa Inc. ("Visa") has accepted the Company's tender of its 411,723 shares of Visa Class B-2 common stock in exchange for a combination of Visa Class B-3 common stock and Visa Class C common stock (the "Exchange Offer"). The tender was previously announced by the Company on a Form 8-K filed on April 27, 2026.

</p><p xmlns="http://www.w3.org/1999/xhtml">
As a result of the Exchange Offer, the Company marked its Visa Class C common stock to fair value and recorded a gain of $99 million, based on the conversion privilege of the Visa Class C common stock and the closing price of Visa Class A common stock on May 8, 2026, of $318.79 per share. The Company's Visa Class C common stock shares are expected to continue to be marked to fair value on a recurring basis using the Visa Class A common stock shares as evidence of orderly transactions between market participants for similar securities issued by Visa.

</p><p xmlns="http://www.w3.org/1999/xhtml">
Subsequent to the successful close of the Exchange Offer, the Company approved a plan to reposition a portion of its available-for-sale debt securities portfolio through the sale of securities with an amortized cost of approximately $911 million. The securities that the Company plans to sell have a yield of approximately 2.5%, which is expected to result in a pretax loss of approximately $95 million. The Company expects to reinvest most of the proceeds into investment securities yielding approximately 4.0%.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The Company expects the repositioning to increase net interest income, reduce earnings volatility, reduce exposure to changes in interest rates, and enhance the overall quality and flexibility of the balance sheet. The cumulative impact of the gain on Visa stock as a result of the Exchange Offer and the anticipated securities repositioning is expected to be approximately neutral to the Company's Common Equity Tier 1 ratio.

</p><p xmlns="http://www.w3.org/1999/xhtml">
The timing and amount of the loss ultimately realized on the available-for-sale debt securities and the reinvestment assumptions may depend on a number of factors, including market conditions, the future price of Visa Class A common stock, and other considerations.

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">About Commerce Bancshares, Inc.</b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
Commerce Bancshares, Inc. (NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/CBSH">CBSH</a>) is a regional bank holding company with $35.7 billion in assets<sup xmlns="http://www.w3.org/1999/xhtml">1</sup>, offering banking, payment solutions, wealth management and securities brokerage through its subsidiaries. Commerce Bank, its primary subsidiary, brings over 160 years of experience helping individuals and businesses through high-touch service and sophisticated, personalized financial solutions.

</p><p xmlns="http://www.w3.org/1999/xhtml">
Commerce maintains an extensive network of banking centers, wealth offices, and ATMs throughout the Midwest, as well as commercial offices in 11 states and offers payment solutions nationwide. With its recent acquisition of FineMark Holdings, Inc., Commerce builds on its existing private banking and wealth management presence in Florida and adds wealth offices in Arizona and South Carolina.

</p><p xmlns="http://www.w3.org/1999/xhtml">
Customers can conveniently access their accounts 24/7 using mobile and online platforms, as well as a customer service line.

</p><p xmlns="http://www.w3.org/1999/xhtml">
Learn more at <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.commercebank.com%2F&amp;esheet=54534768&amp;newsitemid=20260512821808&amp;lan=en-US&amp;anchor=www.commercebank.com&amp;index=1&amp;md5=f3a286b0b240efacd4932300df6d8ba2" shape="rect">www.commercebank.com</a>

</p><p xmlns="http://www.w3.org/1999/xhtml">
<sup xmlns="http://www.w3.org/1999/xhtml">1</sup>As of March 31, 2026

</p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml"><span xmlns="http://www.w3.org/1999/xhtml" class="bwuline">Forward Looking Information</span></b>

</p><p xmlns="http://www.w3.org/1999/xhtml">
This information contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include future financial and operating results, expectations, intentions, and other statements that are not historical facts. Such statements are based on current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements. Additional information about risks and uncertainties is included in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections within the Company&#39;s Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

</p><p xmlns="http://www.w3.org/1999/xhtml"><img xmlns="http://www.w3.org/1999/xhtml" alt="" src="https://cts.businesswire.com/ct/CT?id=bwnews&amp;sty=20260512821808r1&amp;sid=benz2&amp;distro=nx&amp;lang=en" style="width:0;height:0"></img><span xmlns="http://www.w3.org/1999/xhtml" class="bwct31415"></span></p><p xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink"><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-phrase">View source version on businesswire.com: </span><span xmlns="http://www.w3.org/1999/xhtml" id="mmgallerylink-link"><a xmlns="http://www.w3.org/1999/xhtml" href="https://www.businesswire.com/news/home/20260512821808/en/" rel="nofollow">https://www.businesswire.com/news/home/20260512821808/en/</a></span></p><p xmlns="http://www.w3.org/1999/xhtml">
<b xmlns="http://www.w3.org/1999/xhtml">For more information, please contact: 
</b><br xmlns="http://www.w3.org/1999/xhtml"></br>Matt Burkemper (314) 746-7485

</p><p xmlns="http://www.w3.org/1999/xhtml">
<a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:Matthew.Burkemper@CommerceBank.com" shape="rect">Matthew.Burkemper@CommerceBank.com</a>

</p>

Commerce Bancshares, Inc. announced a successful exchange offer for Visa shares, realizing a $99 million gain. Additionally, the company plans to reposition $911 million in debt securities, aiming to boost net interest income and enhance balance sheet quality.

Commerce Bancshares, Inc. Announces Visa Inc.'s Acceptance of Class B-2 Common Stock and Investment Securities Repositioning

AI Summary

Sentiment Rationale

Trading Thesis

Market-Moving

Key Facts

Companies Mentioned

Corporate Developments

Related News