False000002235600000223562024-04-162024-04-16

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 16, 2024

Commerce Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Missouri 001-36502 43-0889454
(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
1000 Walnut,  
Kansas City,MO 64106
(Address of principal executive offices) (Zip Code)

(816) 234-2000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of classTrading symbol(s)Name of exchange on which registered
$5 Par Value Common StockCBSHNASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 2.02 Results of Operations and Financial Condition
A copy of the press release issued April 16, 2024 by Commerce Bancshares, Inc. announcing First Quarter 2024 earnings is furnished under Item 2.02 of this Current Report on Form 8-K as Exhibit 99.1. Additionally, a slide presentation for investors and analysts is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K, including the exhibits, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into the filings of Commerce Bancshares, Inc. under the Securities Act of 1933, as amended.
All information included in this Current Report on Form 8-K is available on the Company’s website at https://investor.commercebank.com/news-info/financial-news-releases/default.aspx.

Item 9.01 Financial Statements and Exhibits

Exhibits
99.1    Press release dated April 16, 2024
99.2    Slide presentation for investors and analysts dated April 16, 2024
104    The XBRL tags on the cover page of this Form 8-K are embedded within the Inline XBRL document.


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 COMMERCE BANCSHARES, INC.
 By:  /s/ Paul A. Steiner  
  Paul A. Steiner
  
Controller
(Chief Accounting Officer) 
Date: April 16, 2024


Exhibit 99.1
Exhibit 99.1
commercebancshares914a01a05a.jpg
CBSH
                   1000 Walnut Street / Suite 700 / Kansas City, Missouri 64106 / 816.234.2000
FOR IMMEDIATE RELEASE:
Tuesday, April 16, 2024

COMMERCE BANCSHARES, INC. REPORTS
FIRST QUARTER EARNINGS PER SHARE OF $.86

Commerce Bancshares, Inc. announced earnings of $.86 per share for the three months ended March 31, 2024, compared to $.91 per share in the same quarter last year and $.84 per share in the fourth quarter of 2023. Net income for the first quarter of 2024 amounted to $112.7 million, compared to $119.5 million in the first quarter of 2023 and $109.2 million in the prior quarter.

“Commerce delivered a strong financial performance for the first quarter,” said John Kemper, President and Chief Executive Officer. “Our results are a reflection of fundamental strength and a diversified business model, and evidence of our ability to perform well through economic cycles.

“Although interest rates continue to be elevated and put downward pressure on bank balance sheets, Commerce's net interest income grew slightly over the previous quarter and our net interest margin expanded 16 basis points. Interest-bearing deposit costs increased just four basis points over the previous quarter, a product of our high-quality deposit franchise. Non-interest income comprised 37.4% of total revenue.

"Our liquidity and capital levels remain robust, and credit performance remains excellent, with non-accrual loans at .03% of total loans, down from .05% from the first quarter of last year."

First Quarter 2024 Financial Highlights:

Net interest income was $249.0 million, a $578 thousand increase over the prior quarter. The net yield on interest earning assets increased 16 basis points to 3.33%.

Non-interest income totaled $148.8 million, an increase of $11.2 million compared to the same quarter last year.

Trust fees grew $5.8 million, or 12.7% compared to the same period last year, mostly due to higher private client fees.

Non-interest expense totaled $245.7 million, an increase of $21.6 million compared to the same quarter last year and included a $10.0 million litigation settlement expense and a $4.0 million accrual adjustment to the FDIC's insurance special assessment.

Average loan balances totaled $17.1 billion and were flat compared to the prior quarter.

Total average available for sale debt securities decreased $116.6 million from the prior quarter to $9.5 billion, at fair value. During the first quarter of 2024, the unrealized loss on available for sale debt securities increased $27.2 million to $1.2 billion, at period end.
1

Exhibit 99.1

Total average deposits decreased $759.5 million, or 3.0%, compared to the prior quarter, and included $225.4 million of lower average brokered deposits, which paid off last quarter. The average rate paid on interest bearing deposits in the current quarter was 1.97%.

The ratio of annualized net loan charge-offs to average loans was .21% compared to .19% in the prior quarter.

The allowance for credit losses on loans decreased $1.9 million during the first quarter to $160.5 million, and the ratio of the allowance for credit losses on loans to total loans was .93% at March 31, 2024, compared to .94% at December 31, 2023.

Total assets at March 31, 2024 were $30.4 billion, a decrease of $1.3 billion, or 4.2%, compared to the prior quarter.

For the quarter, the return on average assets was 1.48%, the return on average equity was 15.39%, and the efficiency ratio was 61.7%.

Commerce Bancshares, Inc. is a regional bank holding company offering a full line of banking services through its subsidiaries, including payment solutions, investment management and securities brokerage. One of its subsidiaries, Commerce Bank, leverages nearly 160 years of proven strength and experience to help individuals and businesses solve financial challenges. In addition to offering payment solutions across the U.S., Commerce Bank currently operates full-service banking facilities across the Midwest including the St. Louis and Kansas City metropolitan areas, Springfield, Central Missouri, Central Illinois, Wichita, Tulsa, Oklahoma City, and Denver. Beyond the Midwest, Commerce also maintains commercial offices in Dallas, Houston, Cincinnati, Nashville, Des Moines, Indianapolis, and Grand Rapids and wealth offices in Dallas, Houston, and Naples. Commerce delivers high-touch service and sophisticated financial solutions at regional branches, commercial and wealth offices, ATMs, online, mobile and through a 24/7 customer service line.

This financial news release and the supplementary Earnings Highlights presentation are available on the Company’s website at https://investor.commercebank.com/news-info/financial-news-releases/default.aspx.
* * * * * * * * * * * * * * *
For additional information, contact
Matt Burkemper, Investor Relations
(314) 746-7485
www.commercebank.com
matthew.burkemper@commercebank.com


2

Exhibit 99.1
COMMERCE BANCSHARES, INC. and SUBSIDIARIES
FINANCIAL HIGHLIGHTS

 For the Three Months Ended
(Unaudited)
(Dollars in thousands, except per share data)
Mar. 31, 2024Dec. 31, 2023Mar. 31, 2023
FINANCIAL SUMMARY
Net interest income$248,999 $248,421 $251,623 
Non-interest income148,848 144,879 137,612 
Total revenue397,847 393,300 389,235 
Investment securities gains (losses)(259)7,601 (306)
Provision for credit losses4,787 5,879 11,456 
Non-interest expense245,697 251,254 224,107 
Income before taxes147,104 143,768 153,366 
Income taxes31,652 32,307 32,813 
Non-controlling interest expense 2,789 2,238 1,101 
Net income attributable to Commerce Bancshares, Inc.$112,663 $109,223 $119,452 
Earnings per common share:  
Net income — basic$0.87 $0.84 $0.91 
Net income — diluted$0.86 $0.84 $0.91 
Effective tax rate21.93 %22.83 %21.55 %
Fully-taxable equivalent net interest income$251,312 $250,547 $253,411 
Average total interest earning assets (1)
$30,365,774 $31,340,958 $31,568,594 
Diluted wtd. average shares outstanding129,185,903 129,608,322 130,471,930 
RATIOS  
Average loans to deposits (2)
69.87 %67.69 %64.99 %
Return on total average assets1.48 1.38 1.54 
Return on average equity (3)
15.39 16.48 18.75 
Non-interest income to total revenue37.41 36.84 35.35 
Efficiency ratio (4)
61.67 63.80 57.49 
Net yield on interest earning assets3.33 3.17 3.26 
EQUITY SUMMARY  
Cash dividends per share$.270 $.257 $.257 
Cash dividends on common stock$35,140 $33,574 $33,759 
Book value per share (5)
$22.70 $22.77 $20.49 
Market value per share (5)
$53.20 $53.41 $55.57 
High market value per share$55.64 $56.75 $66.86 
Low market value per share$49.44 $40.91 $53.07 
Common shares outstanding (5)
129,694,606 130,176,048 130,956,746 
Tangible common equity to tangible assets (6)
9.24 %8.85 %7.92 %
Tier I leverage ratio11.75 %11.25 %10.61 %
OTHER QTD INFORMATION 
Number of bank/ATM locations254 257 275 
Full-time equivalent employees4,721 4,718 4,636 
(1) Excludes allowance for credit losses on loans and unrealized gains/(losses) on available for sale debt securities.
(2) Includes loans held for sale.
(3) Annualized net income attributable to Commerce Bancshares, Inc. divided by average total equity.
(4) The efficiency ratio is calculated as non-interest expense (excluding intangibles amortization) as a percent of total revenue.
(5) As of period end.
(6) The tangible common equity ratio is a non-gaap ratio and is calculated as stockholders’ equity reduced by goodwill and other intangible assets (excluding mortgage servicing rights) divided by total assets reduced by goodwill and other intangible assets (excluding mortgage servicing rights).
All share and per share amounts have been restated to reflect the 5% stock dividend distributed in December 2023.
3

Exhibit 99.1
COMMERCE BANCSHARES, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

 (Unaudited)
(In thousands, except per share data)
For the Three Months Ended
Mar. 31, 2024Dec. 31, 2023Sep. 30, 2023Jun. 30, 2023Mar. 31, 2023
Interest income$358,721 $362,609 $361,162 $348,663 $308,857 
Interest expense109,722 114,188 112,615 99,125 57,234 
Net interest income248,999 248,421 248,547 249,538 251,623 
Provision for credit losses4,787 5,879 11,645 6,471 11,456 
Net interest income after credit losses244,212 242,542 236,902 243,067 240,167 
NON-INTEREST INCOME   
Trust fees51,105 49,154 49,207 47,265 45,328 
Bank card transaction fees46,930 47,878 46,899 49,725 46,654 
Deposit account charges and other fees24,151 23,517 23,090 22,633 21,752 
Consumer brokerage services4,408 3,641 3,820 4,677 5,085 
Capital market fees3,892 4,269 3,524 2,945 3,362 
Loan fees and sales3,141 2,875 2,966 2,735 2,589 
Other15,221 13,545 13,443 17,625 12,842 
Total non-interest income148,848 144,879 142,949 147,605 137,612 
INVESTMENT SECURITIES GAINS (LOSSES), NET(259)7,601 4,298 3,392 (306)
NON-INTEREST EXPENSE   
Salaries and employee benefits151,801 147,456 146,805 145,429 144,373 
Data processing and software31,153 31,141 30,744 28,719 28,154 
Net occupancy13,574 13,927 13,948 12,995 12,759 
Deposit insurance8,017 20,304 4,029 4,187 4,643 
Equipment5,010 5,137 4,697 4,864 4,850 
Supplies and communication4,744 5,242 4,963 4,625 4,590 
Marketing4,036 6,505 6,167 6,368 5,471 
Other27,362 21,542 16,657 20,424 19,267 
Total non-interest expense245,697 251,254 228,010 227,611 224,107 
Income before income taxes147,104 143,768 156,139 166,453 153,366 
Less income taxes31,652 32,307 33,439 35,990 32,813 
Net income115,452 111,461 122,700 130,463 120,553 
Less non-controlling interest expense (income)2,789 2,238 2,104 2,674 1,101 
Net income attributable to Commerce Bancshares, Inc.$112,663 $109,223 $120,596 $127,789 $119,452 
Net income per common share — basic$0.87 $0.84 $0.92 $0.97 $0.91 
Net income per common share — diluted$0.86 $0.84 $0.92 $0.97 $0.91 
OTHER INFORMATION
Return on total average assets1.48 %1.38 %1.49 %1.56 %1.54 %
Return on average equity (1)
15.39 16.48 17.73 18.81 18.75 
Efficiency ratio (2)
61.67 63.80 58.15 57.22 57.49 
Effective tax rate21.93 22.83 21.71 21.97 21.55 
Net yield on interest earning assets3.33 3.17 3.11 3.12 3.26 
Fully-taxable equivalent net interest income$251,312 $250,547 $250,962 $251,757 $253,411 
(1) Annualized net income attributable to Commerce Bancshares, Inc. divided by average total equity.
(2) The efficiency ratio is calculated as non-interest expense (excluding intangibles amortization) as a percent of total revenue.
The income statement above reflects the reclassification of non-interest income of $406 thousand and $1.1 million from other non-interest income to capital market fees for the second and third quarters of 2023.

4

Exhibit 99.1
COMMERCE BANCSHARES, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - PERIOD END

(Unaudited)
(In thousands)
Mar. 31, 2024Dec. 31, 2023Mar. 31, 2023
ASSETS   
Loans
     Business $5,994,974 $6,019,036 $5,704,467 
     Real estate — construction and land1,497,647 1,446,764 1,437,419 
     Real estate — business3,711,602 3,719,306 3,486,543 
     Real estate — personal3,039,885 3,026,041 2,952,042 
     Consumer2,119,308 2,077,723 2,094,389 
     Revolving home equity322,523 319,894 295,478 
     Consumer credit card564,388 589,913 558,669 
     Overdrafts48,513 6,802 6,515 
Total loans17,298,840 17,205,479 16,535,522 
Allowance for credit losses on loans(160,465)(162,395)(159,317)
Net loans17,138,375 17,043,084 16,376,205 
Loans held for sale2,328 4,177 6,162 
Investment securities:
Available for sale debt securities9,141,695 9,684,760 11,228,616 
Trading debt securities56,716 28,830 41,584 
Equity securities12,852 12,701 12,528 
Other securities229,146 222,473 268,417 
Total investment securities9,440,409 9,948,764 11,551,145 
Federal funds sold 5,025 27,060 
Securities purchased under agreements to resell225,000 450,000 825,000 
Interest earning deposits with banks1,609,614 2,239,010 1,341,854 
Cash and due from banks291,040 443,147 351,210 
Premises and equipment — net467,377 469,059 428,169 
Goodwill146,539 146,539 138,921 
Other intangible assets — net13,918 14,179 14,918 
Other assets1,037,508 938,077 944,212 
Total assets$30,372,108 $31,701,061 $32,004,856 
LIABILITIES AND STOCKHOLDERS’ EQUITY   
Deposits:   
Non-interest bearing$7,513,464 $7,975,935 $8,685,234 
Savings, interest checking and money market14,463,211 14,512,273 14,419,741 
Certificates of deposit of less than $100,000997,979 930,432 468,667 
Certificates of deposit of $100,000 and over1,465,541 1,945,258 1,109,818 
Total deposits24,440,195 25,363,898 24,683,460 
Federal funds purchased and securities sold under agreements to repurchase2,505,576 2,908,815 2,784,559 
Other borrowings2,359 1,404 1,507,776 
Other liabilities460,089 462,714 346,649 
Total liabilities27,408,219 28,736,831 29,322,444 
Stockholders’ equity:   
Common stock655,322 655,322 629,319 
Capital surplus3,148,649 3,162,622 2,919,060 
Retained earnings130,706 53,183 117,313 
Treasury stock(59,674)(35,599)(59,670)
Accumulated other comprehensive income (loss)(931,027)(891,412)(940,498)
Total stockholders’ equity2,943,976 2,944,116 2,665,524 
Non-controlling interest19,913 20,114 16,888 
Total equity2,963,889 2,964,230 2,682,412 
Total liabilities and equity$30,372,108 $31,701,061 $32,004,856 

5

Exhibit 99.1
COMMERCE BANCSHARES, INC. and SUBSIDIARIES
AVERAGE BALANCE SHEETS

(Unaudited)
(In thousands)
For the Three Months Ended
Mar. 31, 2024Dec. 31, 2023Sep. 30, 2023Jun. 30, 2023Mar. 31, 2023
ASSETS:
Loans:
Business$5,873,525 $5,861,229 $5,849,227 $5,757,388 $5,656,104 
Real estate — construction and land1,472,554 1,523,682 1,508,850 1,450,196 1,410,835 
Real estate — business3,727,643 3,644,589 3,642,010 3,540,851 3,478,382 
Real estate — personal3,031,193 3,027,664 2,992,500 2,960,962 2,933,750 
Consumer2,082,490 2,117,268 2,102,281 2,098,523 2,067,385 
Revolving home equity322,074 310,282 304,055 300,623 296,748 
Consumer credit card562,892 568,112 564,039 555,875 556,223 
Overdrafts7,696 5,258 5,341 4,630 4,449 
Total loans
17,080,067 17,058,084 16,968,303 16,669,048 16,403,876 
Allowance for credit losses on loans(161,891)(161,932)(158,335)(159,068)(150,117)
Net loans16,918,176 16,896,152 16,809,968 16,509,980 16,253,759 
Loans held for sale2,149 5,392 5,714 5,957 5,708 
Investment securities:
U.S. government and federal agency obligations851,656 889,390 986,284 1,035,651 1,099,067 
Government-sponsored enterprise obligations55,652 55,661 55,676 55,751 87,086 
State and municipal obligations1,330,808 1,363,649 1,391,541 1,532,519 1,793,756 
Mortgage-backed securities5,902,328 6,022,502 6,161,348 6,316,224 6,454,408 
Asset-backed securities2,085,050 2,325,089 2,553,562 2,827,911 3,233,757 
Other debt securities
503,204 510,721 514,787 519,988 528,941 
Unrealized gain (loss) on debt securities(1,274,125)(1,595,845)(1,458,141)(1,331,002)(1,387,196)
Total available for sale debt securities9,454,573 9,571,167 10,205,057 10,957,042 11,809,819 
Trading debt securities
40,483 37,234 35,044 46,493 45,757 
Equity securities12,768 12,249 12,230 12,335 12,458 
Other securities 221,695 222,378 237,518 273,587 229,867 
Total investment securities9,729,519 9,843,028 10,489,849 11,289,457 12,097,901 
Federal funds sold599 1,194 2,722 7,484 38,978 
Securities purchased under agreements to resell340,934 450,000 712,472 824,974 825,000 
Interest earning deposits with banks1,938,381 2,387,415 2,337,744 2,284,162 809,935 
Other assets1,715,716 1,797,849 1,750,222 1,941,340 1,376,551 
Total assets$30,645,474 $31,381,030 $32,108,691 $32,863,354 $31,407,832 
LIABILITIES AND EQUITY:
Non-interest bearing deposits$7,328,603 $7,748,654 $7,939,190 $8,224,475 $9,114,512 
Savings1,333,983 1,357,733 1,436,149 1,516,887 1,550,215 
Interest checking and money market13,215,270 13,166,783 13,048,199 12,918,399 13,265,485 
Certificates of deposit of less than $100,000976,804 1,097,224 1,423,965 1,075,110 415,367 
Certificates of deposit of $100,000 and over1,595,310 1,839,057 1,718,126 1,472,208 903,393 
Total deposits24,449,970 25,209,451 25,565,629 25,207,079 25,248,972 
Borrowings:
Federal funds purchased328,216 473,534 508,851 507,165 493,721 
Securities sold under agreements to repurchase2,511,959 2,467,118 2,283,020 2,206,612 2,418,726 
Other borrowings76 179,587 685,222 1,617,952 551,267 
Total borrowings2,840,251 3,120,239 3,477,093 4,331,729 3,463,714 
Other liabilities410,310 421,402 367,741 598,915 112,052 
Total liabilities27,700,531 28,751,092 29,410,463 30,137,723 28,824,738 
Equity2,944,943 2,629,938 2,698,228 2,725,631 2,583,094 
Total liabilities and equity$30,645,474 $31,381,030 $32,108,691 $32,863,354 $31,407,832 

6

Exhibit 99.1
COMMERCE BANCSHARES, INC. and SUBSIDIARIES
AVERAGE RATES

(Unaudited)For the Three Months Ended
Mar. 31, 2024Dec. 31, 2023Sep. 30, 2023Jun. 30, 2023Mar. 31, 2023
ASSETS: 
Loans: 
Business (1)
6.07 %5.91 %5.77 %5.58 %5.31 %
Real estate — construction and land8.40 8.34 8.17 7.92 7.33 
Real estate — business6.26 6.18 6.13 5.96 5.65 
Real estate — personal3.95 3.85 3.73 3.68 3.61 
Consumer6.40 6.21 5.97 5.63 5.31 
Revolving home equity7.70 7.70 7.76 7.55 7.03 
Consumer credit card14.11 13.83 13.77 13.77 13.68 
Overdrafts — — — — 
Total loans6.27 6.15 6.02 5.84 5.56 
Loans held for sale7.49 9.93 10.55 10.17 10.30 
Investment securities: 
U.S. government and federal agency obligations2.08 2.32 2.31 3.42 1.90 
Government-sponsored enterprise obligations2.39 2.36 2.36 2.38 3.21 
State and municipal obligations (1)
1.97 1.94 1.95 2.04 2.26 
Mortgage-backed securities2.19 2.05 2.06 2.09 2.06 
Asset-backed securities2.39 2.30 2.20 2.08 2.01 
Other debt securities1.93 1.85 1.75 1.86 1.93 
Total available for sale debt securities2.18 2.10 2.08 2.19 2.07 
Trading debt securities (1)
5.30 5.05 5.11 4.53 4.59 
Equity securities (1)
25.64 27.47 23.06 23.25 23.24 
Other securities (1)
13.04 8.60 13.13 9.40 7.11 
Total investment securities2.44 2.27 2.33 2.37 2.18 
Federal funds sold6.71 6.65 6.56 5.63 5.09 
Securities purchased under agreements to resell1.93 1.64 2.08 1.99 1.94 
Interest earning deposits with banks5.48 5.47 5.39 5.14 4.67 
Total interest earning assets4.78 4.62 4.51 4.34 4.00 
LIABILITIES AND EQUITY: 
Interest bearing deposits: 
Savings.06 .05 .05 .05 .05 
Interest checking and money market1.69 1.57 1.33 .93 .61 
Certificates of deposit of less than $100,0004.20 4.21 4.32 3.78 1.39 
Certificates of deposit of $100,000 and over4.56 4.55 4.37 3.93 2.98 
Total interest bearing deposits1.97 1.93 1.76 1.29 .71 
Borrowings: 
Federal funds purchased5.42 5.40 5.33 5.06 4.59 
Securities sold under agreements to repurchase3.43 3.25 3.20 3.09 2.93 
Other borrowings 5.45 5.30 5.24 4.94 
Total borrowings3.66 3.71 3.93 4.13 3.49 
Total interest bearing liabilities2.21 %2.20 %2.12 %1.87 %1.20 %
Net yield on interest earning assets3.33 %3.17 %3.11 %3.12 %3.26 %
(1) Stated on a fully taxable-equivalent basis using a federal income tax rate of 21%.







7

Exhibit 99.1
COMMERCE BANCSHARES, INC. and SUBSIDIARIES
CREDIT QUALITY

 For the Three Months Ended
(Unaudited)
(In thousands, except ratios)
Mar. 31, 2024Dec. 31, 2023Sep. 30, 2023Jun. 30, 2023Mar. 31, 2023
ALLOWANCE FOR CREDIT LOSSES ON LOANS
Balance at beginning of period$162,395 $162,244 $158,685 $159,317 $150,136 
     Provision for credit losses on loans6,947 8,170 13,343 5,864 15,948 
     Net charge-offs (recoveries):
        Commercial portfolio:
     Business23 96 2,613 165 230 
     Real estate — construction and land  — — (115)— 
     Real estate — business(141)128 (15)(5)(4)
(118)224 2,598 45 226 
        Personal banking portfolio:
     Consumer credit card6,435 5,325 4,716 4,687 4,325 
     Consumer1,983 1,903 1,797 1,273 1,275 
     Overdraft557 588 683 517 978 
     Real estate — personal24 (11)(9)(6)(11)
     Revolving home equity(4)(10)(1)(20)(26)
8,995 7,795 7,186 6,451 6,541 
     Total net loan charge-offs 8,877 8,019 9,784 6,496 6,767 
Balance at end of period$160,465 $162,395 $162,244 $158,685 $159,317 
LIABILITY FOR UNFUNDED LENDING COMMITMENTS$23,086 $25,246 $27,537 $29,235 $28,628 
NET CHARGE-OFF RATIOS (1)
Commercial portfolio:
     Business %.01 %.18 %.01 %.02 %
     Real estate — construction and land — — (.03)— 
     Real estate — business(.02).01 — — — 
 .01 .09 — .01 
Personal banking portfolio:
     Consumer credit card4.60 3.72 3.32 3.38 3.15 
     Consumer.38 .36 .34 .24 .25 
     Overdraft29.11 44.37 50.73 44.79 89.15 
     Real estate — personal — — — — 
     Revolving home equity (.01)— (.03)(.04)
.60 .51 .48 .44 .45 
Total.21 %.19 %.23 %.16 %.17 %
CREDIT QUALITY RATIOS
Non-accrual loans to total loans.03 %.04 %.05 %.04 %.05 %
Allowance for credit losses on loans to total loans.93 .94 .95 .94 .96 
NON-ACCRUAL AND PAST DUE LOANS
  Non-accrual loans:
     Business$1,038 $3,622 $6,602 $4,732 $6,361 
     Real estate — business1,246 60 76 153 171 
     Real estate — personal1,523 1,653 1,531 1,276 1,269 
     Revolving home equity1,977 1,977 — — — 
   Total 5,784 7,312 8,209 6,161 7,801 
Loans past due 90 days and still accruing interest$20,281 $21,864 $18,580 $15,351 $14,800 
(1) Net charge-offs are annualized and calculated as a percentage of average loans (excluding loans held for sale).
8

Exhibit 99.1                                        
COMMERCE BANCSHARES, INC.
Management Discussion of First Quarter Results
March 31, 2024
For the quarter ended March 31, 2024, net income amounted to $112.7 million, compared to $109.2 million in the previous quarter and $119.5 million in the same quarter last year. The increase in net income compared to the previous quarter was primarily the result of lower non-interest expense and higher non-interest income, partly offset by net losses on investment securities. The net yield on interest earning assets increased 16 basis points over the previous quarter to 3.33%. Average loans increased $22.0 million over the previous quarter, while average deposits, borrowings and available for sale debt securities, at fair value, declined $759.5 million, $280.0 million, and $116.6 million, respectively. For the quarter, the return on average assets was 1.48%, the return on average equity was 15.39%, and the efficiency ratio was 61.7%.

Balance Sheet Review
During the 1st quarter of 2024, average loans totaled $17.1 billion, an increase of $22.0 million over the prior quarter, and increased $676.2 million, or 4.1%, over the same quarter last year. Compared to the previous quarter, average balances of business real estate loans grew $83.1 million, while construction and consumer loans declined $51.1 million and $34.8 million, respectively. During the current quarter, the Company sold certain fixed rate personal real estate loans totaling $7.4 million, compared to $8.7 million in the prior quarter.

Total average available for sale debt securities decreased $116.6 million compared to the previous quarter to $9.5 billion, at fair value. The decrease in debt securities was mainly the result of lower average balances of asset-backed securities. During the 1st quarter of 2024, the unrealized loss on available for sale securities increased $27.2 million to $1.2 billion, at period end. Also during the 1st quarter of 2024, purchases of securities totaled $145.7 million with a weighted average yield of approximately 4.65%, and sales, maturities and pay downs were $655.0 million. At March 31, 2024, the duration of the available for sale investment portfolio was 4.2 years, and maturities and pay downs of approximately $1.6 billion are expected to occur during the next 12 months. The Company does not have any investment securities classified as held-to-maturity.

Total average deposits decreased $759.5 million this quarter compared to the previous quarter. The decrease in deposits mostly resulted from lower average demand deposits of $420.1 million and lower average certificates of deposit of $364.2 million, which included lower brokered deposits of $225.4 million. Compared to the previous quarter, total average commercial deposits declined $743.8 million, while consumer and wealth deposits increased $138.8 million and $71.8 million, respectively. The average loans to deposits ratio was 69.9% in the current quarter and 67.7% in the prior quarter. The Company’s average borrowings, which included average customer repurchase agreements of $2.5
billion, decreased $280.0 million to $2.8 billion in the 1st quarter of 2024, mostly due to a decline of $179.3 million in average Federal Home Loan Bank (FHLB) borrowings.

Net Interest Income
Net interest income in the 1st quarter of 2024 amounted to $249.0 million, an increase of $578 thousand compared to the previous quarter. On a fully taxable-equivalent (FTE) basis, net interest income for the current quarter increased $765 thousand over the previous quarter to $251.3 million. The increase in net interest income was mostly due to higher interest earned on loans and investment securities and lower interest expense on deposits and borrowings, partly offset by lower interest income earned on deposits with banks. The net yield (FTE) on earning assets increased to 3.33%, from 3.17% in the prior quarter.

Compared to the previous quarter, interest income on loans (FTE) increased $1.7 million, mostly due to higher average rates earned on business, consumer, and personal real estate loans. Interest income on loans also increased due to higher balances of business real estate loans, largely offset by lower balances of construction loans. The average yield (FTE) on the loan portfolio increased 12 basis points to 6.27% this quarter.

Interest income on investment securities (FTE) increased $1.3 million compared to the prior quarter, mostly due to higher rates earned on other debt securities, partly offset by lower average balances of available for sale debt securities. Interest on other debt securities included dividend payments of $3.4 million from the Company’s private equity investments. Interest income earned on U.S. government and federal agency securities decreased due to lower average balances and lower average rates, which included the impact of $1.7 million in lower inflation income from Treasury inflation-protected securities this quarter. Additionally, the Company recorded a $2.0 million adjustment to premium amortization at March 31, 2024, which increased interest income to reflect slower forward prepayment speed estimates on mortgage-backed securities and was higher than the $629 thousand adjustment that increased interest income in the prior quarter. The average yield (FTE) on total investment securities was 2.44% in the current quarter, compared to 2.27% in the previous quarter.

Compared to the previous quarter, interest income on deposits with banks decreased $6.5 million, mostly due to $449.0 million of lower average balances.

Interest expense decreased $4.5 million, mostly due to lower average balances of borrowings and deposits, partly offset by higher rates paid. The average rate paid on interest bearing deposits
9

Exhibit 99.1
COMMERCE BANCSHARES, INC.                                
Management Discussion of First Quarter Results
March 31, 2024
totaled 1.97% in the current quarter compared to 1.93% in the prior quarter. Interest expense on deposits decreased $1.2 million this quarter compared to the previous quarter. Interest expense on borrowings decreased $3.3 million, mostly due to a decline in average FHLB borrowings of $179.3 million and lower average balances of federal funds purchased. The overall rate paid on interest bearing liabilities was 2.21% in the current quarter compared to 2.20% in the prior quarter.

Non-Interest Income
In the 1st quarter of 2024, total non-interest income amounted to $148.8 million, an increase of $11.2 million compared to the same period last year and an increase of $4.0 million compared to the prior quarter. The increase in non-interest income compared to the same period last year was mainly due to higher trust fees, deposit account fees, and tax credit sales income. The increase in non-interest income compared to the prior quarter was mainly due to higher trust fees, brokerage fees, and tax credit sales income, partly offset by lower bank card fees.

Total net bank card fees in the current quarter increased $276 thousand, or .6%, compared to the same period last year, and decreased $948 thousand compared to the prior quarter. Net corporate card fees increased $164 thousand, or .6%, over the same quarter of last year mainly due to higher interchange fees, partly offset by higher rewards expense. Net debit card fees increased $118 thousand, or 1.1%, mostly due to lower network expense. Net merchant fees decreased $104 thousand, or 1.9%, while net credit card fees increased $98 thousand, or 2.7%. Total net bank card fees this quarter were comprised of fees on corporate card ($27.5 million), debit card ($10.4 million), merchant ($5.2 million) and credit card ($3.8 million) transactions.

In the current quarter, trust fees increased $5.8 million, or 12.7%, over the same period last year, mostly resulting from higher private client trust fees. Compared to the same period last year, deposit account fees increased $2.4 million, or 11.0%, mostly due to higher corporate cash management fees. Consumer brokerage fees decreased $677 thousand, or 13.3%.

Other non-interest income increased compared to the same period last year primarily due to higher tax credit sales income of $1.5 million and cash sweep fees of $731 thousand. For the 1st quarter of 2024, non-interest income comprised 37.4% of the Company’s total revenue.

Investment Securities Gains and Losses
The Company recorded net securities losses of $259 thousand in the current quarter, compared to gains of $7.6 million in the prior quarter and losses of $306 thousand in the 1st quarter of 2023. Net securities
losses in the current quarter primarily resulted from losses of $8.5 million realized on available for sale debt securities, partly offset by net fair value gains of $7.1 million in the Company’s portfolio of private equity investments.

Non-Interest Expense
Non-interest expense for the current quarter amounted to $245.7 million, compared to $224.1 million in the same period last year and $251.3 million in the prior quarter. The increase in non-interest expense compared to the same period last year was mainly due to litigation settlement expense as well as higher salaries and employee benefits expense, FDIC insurance expense, and data processing and software expense, partly offset by lower marketing expense. The decrease in non-interest expense compared to the prior quarter was mainly due to lower FDIC insurance expense and marketing expense, partly offset by higher litigation settlement expense and employee benefits expense.

Compared to the 1st quarter of last year, salaries and employee benefits expense increased $7.4 million, or 5.1%, mostly due to higher full-time salaries expense of $5.8 million and higher employee benefits expense of $1.3 million. Full-time equivalent employees totaled 4,721 and 4,636 at March 31, 2024 and 2023, respectively.

Compared to the same period last year, data processing and software expense increased $3.0 million due to higher bank card fees expense and increased costs for service providers. FDIC insurance expense increased $3.4 million, due to a $4.0 million accrual adjustment in the current quarter to the special assessment by the FDIC to replenish the Deposit Insurance Fund. These increases in expense were partly offset by lower marketing expense of $1.4 million. Other non-interest expense increased mainly due to $10.0 million in litigation settlement costs.

Income Taxes
The effective tax rate for the Company was 21.9% in the current quarter, 22.8% in the previous quarter, and 21.6% in the 1st quarter of 2023.

Credit Quality
Net loan charge-offs in the 1st quarter of 2024 amounted to $8.9 million, compared to $8.0 million in the prior quarter and $6.8 million in the same period last year. The ratio of annualized net loan charge-offs to total average loans was .21% in the current quarter, .19% in the previous quarter, and .17% in the 1st quarter of last year. Compared to the prior quarter, net loan charge-offs on personal banking loans increased $1.2 million to $9.0 million, mainly due to $1.1 million of higher consumer credit card loan net charge-offs.

In the 1st quarter of 2024, annualized net loan charge-offs on average consumer credit card loans were 4.60%, compared to 3.72% in the previous quarter, and
10

Exhibit 99.1
COMMERCE BANCSHARES, INC.                                
Management Discussion of First Quarter Results
March 31, 2024
3.15% in the same quarter last year. Consumer loan net charge-offs were .38% of average consumer loans in the current quarter, .36% in the prior quarter, and .25% in the same quarter last year.

At March 31, 2024, the allowance for credit losses on loans totaled $160.5 million, or .93% of total loans, and decreased $1.9 million compared to the prior quarter. Additionally, the liability for unfunded lending commitments at March 31, 2024 was $23.1 million, a decrease of $2.2 million compared to the liability at December 31, 2023.

At March 31, 2024, total non-accrual loans amounted to $5.8 million, a decrease of $1.5 million compared to the previous quarter. At March 31, 2024, the balance of non-accrual loans, which represented .03% of loans outstanding, included business loans of $1.0 million, revolving home equity loans of $2.0 million, personal real estate loans of $1.5 million, and business real estate loans of $1.2 million. Loans more than 90 days past due and still accruing interest totaled $20.3 million at March 31, 2024.

Other
During the 1st quarter of 2024, the Company paid a cash dividend of $.27 per common share, representing a 5.1% increase over the same period last year. The Company purchased 806,217 shares of treasury stock during the current quarter at an average price of $52.13.

The Company owns 823,447 shares of Visa Class B-1 common stock, carried at zero value on the Company’s balance sheet as of March 31, 2024. On April 8, 2024, Visa, Inc. (“Visa”) announced the commencement of a public offering to exchange Class B-1 common stock for a combination of shares of Class B-2 common stock and Class C common stock (“Exchange Offer”). The Company tendered all of its Visa Class B-1 shares and is awaiting notification of acceptance of that tender and the closing of the Exchange Offer. If the Company’s tendered shares are accepted and the exchange occurs in the second quarter of 2024, the Company expects to record a significant gain during the second quarter of 2024 based on the conversion privilege of the Class C common stock and the closing price of Visa Class A common stock. A full description of the terms of the Exchange Offer is set forth in Visa’s related Issuer Tender Offer Statement on Schedule TO and Prospectus, each dated April 8, 2024, publicly filed with the U. S. Securities and Exchange Commission.

Forward Looking Information
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.
11
COMMERCE BANCSHARES, INC. EARNINGS HIGHLIGHTS 1st Quarter 2024 PEOPLE, GROWTH AND POSSIBILITIES


 
CAUTIONARY STATEMENT A number of statements we will be making in our presentation and in the accompanying slides are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements of the Corporation’s plans, goals, objectives, expectations, projections, estimates and intentions. These forward- looking statements involve significant risks and uncertainties and are subject to change based on various factors (some of which are beyond the Corporation’s control). Factors that could cause the Corporation’s actual results to differ materially from such forward- looking statements made herein or by management of the Corporation are set forth in the Corporation’s 2023 Annual Report on Form 10-K and the Corporation’s Current Reports on Form 8-K. 2


 
COMMERCE BANCSHARES 158 YEARS IN BUSINESS 1Locations outside the core banking footprint that accept deposits Sources: 2S&P Global Market Intelligence – Regulated U.S. depositories which includes commercial banks, bank holding companies, and credit unions, rankings as of 12/31/2023; 3Includes loans held for sale; 4Moody’s Sector Profile: Banks, March 1, 2024, Baseline Credit Assessment (BCA) reflects a bank’s standalone credit strength; Company reports and filings, information as of 3/31/2024 unless otherwise noted. 3 $30.4 BILLION TOTAL ASSETS 41st LARGEST U.S. BANK BASED ON ASSET SIZE2 $6.9 BILLION MARKET CAP 22nd LARGEST U.S. BANK BASED ON MARKET CAP2 $70.2 BILLION TOTAL TRUST ASSETS UNDER ADMINISTRATION 20TH LARGEST AMONG BANK-MANAGED TRUST COMPANIES BASED ON AUM2 15.25% TIER 1 COMMON RISK- BASED CAPITAL RATIO 4TH HIGHEST AMONG TOP 50 U.S. BANKS BASED ON ASSET SIZE2 a2 BASELINE CREDIT ASSESSMENT4 TWO RATINGS ABOVE THE U.S. BANKING INDUSTRY MEDIAN RATING OF baa1 $24.4 BILLION TOTAL DEPOSITS $17.3 BILLION TOTAL LOANS3 $9.9 BILLION COMMERCIAL CARD VOLUME 15.39% RETURN ON AVERAGE COMMON EQUITY YTD 4TH YTD ROACE FOR THE TOP 50 U.S. BANKS BASED ON ASSET SIZE2 AS OF DECEMBER 31, 2023 AS OF Dec. 31, 2023 U.S. PRESENCE Extended Market Area Commercial Payments Services Offered in 48 states across the U.S. 142 branches and 268 ATMs across 7 states CORE BANKING FOOTPRINT COMMERCIAL | CONSUMER | WEALTH MANAGEMENT St. Louis • Kansas City • Springfield Central Missouri • Central Illinois • Wichita Tulsa • Oklahoma City • Denver WEALTH MANAGEMENT OFFICES Dallas • Houston1 • Naples1 COMMERCIAL OFFICES Cincinnati • Nashville • Dallas • Des Moines Indianapolis • Grand Rapids • Houston1


 
4 TRACK RECORD OF LONG-TERM OUTPERFORMANCE Revenue Diversification Balanced earnings profile, fee revenue at 37%1 of total revenue, bolstered by growing wealth and national payments businesses Deposit Franchise $23.0 billion in low-cost, diverse deposits2 with peer-leading historical deposit betas Continued Long-Term Investments Core banking system implementation, Enterprise Digital, Expansion Markets, Wealth Management, Consistent Earnings & Shareholder Value Over 10% total annualized return to shareholders over the last 15 years, outperforming the annualized KBW Regional Bank Index return of 9%3 Capital Management Strong capital ratios, 56th consecutive year of common dividend increases4 Credit Quality Conservative risk profile drives outperformance across credit cycles 1As of YTD 3/31/2024; 2Excludes certificates of deposit greater than $100,000, period-end balance as of 3/31/2024; 3As of 3/31/2024; 4Based on 1Q2024 paid dividend


 
$.86 EPS • Net interest income up slightly over Q4 at $249MM. • Net interest margin increased 16 bps over Q4 to 3.33%. • Total cost of deposits increased 4 bps to 1.38%, compared to an increase of 13 bps in Q4. • Non-interest expense includes a one-time $10MM litigation settlement expense2 and a $4MM adjustment to the FDIC special assessment2. • Total average assets declined $736MM from Q4 mostly due to lower deposits balances at the Fed, driven by lower customer deposit balances and borrowings. • Period end non-interest bearing deposits to total deposits was down slightly from Q4 to 30.7%. • Net loan charge-offs of .21% and non-accrual loans of .03%. • TCE/TA increased 39 bps over Q4 to 9.24%. Highlights Well-positioned for current environment 1Q2024 HIGHLIGHTS $152.2 million PPNR1 $112.7 million Net Income 15.39% ROACE 1.48% ROAA 61.67% Efficiency Ratio 1See the non-GAAP reconciliation on page 24 2Accrued in 1Q24 5


 
1Q24 vs. 1Q23 1Q24 vs. 4Q23 Quarterly Average Balances % Change$ Change% Change$ Change1Q24$ in millions 5%$528.40%$44.2$11,073.7Commercial 3%147.8(0)%(22.2)6,006.3Consumer 4%$676.20%$22.0$17,080.1Total Loans (20)%)$(2,368.4(1)%)$(113.5$9,729.5Investment Securities 139%$1,128.4(19)%$(449.0)$1,938.4 Interest Earning Deposits with Banks (3)%)$(799.0(3)%)$(759.5$24,450.0Deposits 11%$2.21(0)%$(0.1)$22.70Book Value per Share1 BALANCE SHEET HIGHLIGHTS 1For the quarters ended March 31, 2024, December 31, 2023, and March 31, 2023 Loans: Flat compared to the prior quarter, 1% growth annualized Investment securities: Net maturities and paydowns providing liquidity. Interest Earning Deposits with Banks: Decline from previous quarter but ample levels of liquidity remained through Q1. Average Deposits: Declined from Q4, mostly reflecting CD maturities and seasonality. 6


 
$16.1 $17.5 $17.1 $9.1 $7.7 $7.3 1Q23 4Q23 1Q24 $25.2 $25.2 $24.4 -3% $10.5 $11.0 $11.1 $5.9 $6.1 $6.0 1Q23 4Q23 1Q24 $16.4 $17.1 $17.1 BALANCE SHEET 7 Loans Consumer Loans Commercial Loans Loan Yield Deposits QTD Average Balances $ billions Non-Interest Bearing Interest-Bearing Deposits Interest-Bearing Deposit Cost QTD Average Balances $ billions 5.56% 6.15% 6.27% .71% 1.93% 1.97% +4%


 
LOAN PORTFOLIO 8 YoYQoQ3/31/202312/31/20233/31/2024$ in 000s 5.1%-.4%$5,704,467 $6,019,036$5,994,974Business 4.2%3.5%1,437,4191,446,7641,497,647Construction 6.5%-.2%3,486,5433,719,3063,711,602Business Real Estate 3.0%.5%2,952,0423,026,0413,039,885Personal Real Estate 1.2%2.0%2,094,3892,077,7232,119,308Consumer 9.2%.8%295,478319,894322,523Revolving Home Equity 1.0%-4.3%558,669589,913564,388Consumer Credit Card 644.6%613.2%6,5156,80248,513Overdrafts 4.6%.5%$16,535,522$17,205,479$17,298,840Total Loans Period-End Balances YoYQoQ3/31/202312/31/20233/31/2024$ in 000s 3.8%.2%$5,656,104$5,861,229$5,873,525Business 4.4%-3.4%1,410,8351,523,6821,472,554Construction 7.2%2.3%3,478,3823,644,5893,727,643Business Real Estate 3.3%.1%2,933,7503,027,6643,031,193Personal Real Estate .7%-1.6%2,067,3852,117,2682,082,490Consumer 8.5%3.8%296,748310,282322,074Revolving Home Equity 1.2%-.9%556,223568,112562,892Consumer Credit Card 73.0%46.4%4,4495,2587,696Overdrafts 4.1%.1%$16,403,876$17,058,084$17,080,067Total Loans QTD Average Balances


 
32.1% 13.1% 16.3% 9.5% 7.9% 7.9% 5.2% 4.7% Owner- occupied Office Industrial Retail Multi-family Hotels Farm Senior living 3.3% Other Real Estate - Business Loans: Office Outstanding Balances by Geography1 % of Total Loans Real Estate - Business Loans 6.9%Owner – Occupied 3.5%Industrial 2.8%Office 2.0%Retail 1.7%Hotels 1.7%Multi-family 1.1%Farm 1.0%Senior living .8%Other 21.5%Total COMMERCIAL REAL ESTATE BREAKDOWN 9 Real Estate - Business Loans $3.7 billion 1Geography determined by location of collateral. Includes only loans with a balance of $1 million and above, which represents 93% of outstanding balance of the stabilized, non-owner occupied office loans 2Critized is defined as special mention, substandard, and non-accrual loans 3LTV based on current exposure and property value at time of most recent valuation. Includes only loans with a balance of $1 million and above, which represents 93% of outstanding balance of the stabilized, non- owner occupied office loans Real Estate - Business Loans: Office Attributes as of March 31, 2024 53.4% 6.3% 19.6% 5.1% 7.5% MO TX KS 2.8% OK 2.0% IL CO 2.5% OH Other Midwest States 0.8% Other States • TTM Net Charge-offs on Office loans: .00% • Delinquent Office Loans: .00% • Non-Performing Office Loans: .00% • Criticized2 Office Loans to Total Office Loans: 3.69% • Weighted Average LTV of Office Loans: 63.6%3 • Percent of loans at floating interest rate: 74.7%


 
10 INCOME STATEMENT HIGHLIGHTS $137 $165 $252 $224 1Q23 $389 $149 $152 $249 $232 1Q24 $398 Non-Interest Income (+) Net Interest Income (+) Non-Interest Expense (-) Pre-Tax, Pre-Provision Net Revenue (=) 1Q24 Comparison (7.9)%vs. 1Q23 7.1%vs. 4Q23 Pre-Tax, Pre-Provision Net Revenue (PPNR) $ in millions PPNR, excluding FDIC special assessments and a one-time litigation settlement accrual, was up 5.2% over 4Q and up .7% over the same period last year. Revenue was up 1.2% over Q4 and up 2.2% over the same period last year. Expenses, excluding the FDIC special assessment1 and one-time litigation settlement accrual, were down 1.5% from Q4 and up 3.4% over the same period last year. $251 $16 See the non-GAAP reconciliation on page 24 1Accrued $16M in 4Q23 and $4M in 1Q24 $145 $142 $248 $235 4Q23 $393 FDIC special assessment $246 $4 FDIC special assessment $10 One-time litigation settlement accrual


 
1Q24 vs. 1Q23 1Q24 vs. 4Q23 % Change$ Change% Change$ Change1Q24$ in millions (1)%)$(2.60%$.6$249.0Net Interest Income 8%$11.23%$4.0$148.8Non-Interest Income 10%$21.6(2)%)$(5.6$245.7Non-Interest Expense (8)%)$(13.07%$10.1$152.2Pre-Tax, Pre-Provision Net Revenue1 15%$.0(103)%)$(7.9$(.3)Investment Securities Losses, Net (58)%)$(6.7(19)%)$(1.1$4.8Provision for Credit Losses (6)%)$(6.83%$3.4$112.7Net-Income Attributable to Commerce Bancshares, Inc. 1Q24 vs. 1Q231Q23 1Q24 vs. 4Q234Q231Q24For the three months ended (5)%$.912%$.84$.86Net Income per Common Share – Diluted 7 bps3.26%16 bps3.17%3.33%Net Yield on Interest Earning Assets INCOME STATEMENT HIGHLIGHTS 1See the non-GAAP reconciliation on page 24 11


 
NON-INTEREST INCOME HIGHLIGHTS 12 1Q24 vs. 1Q23 1Q24 vs. 4Q23 % Change$ Change% Change$ Change1Q24$ in millions 1%$.3(2)%)$(.9$46.9Bank Card Transaction Fees 13%5.84%2.051.1Trust Fees 11%2.43%.624.2Deposit Account Charges and Other Fees 16%.5(9)%)(.43.9Capital Market Fees (13)%)(.721%.84.4Consumer Brokerage Services 21%.69%.33.1Loan Fees and Sales 19%2.412%1.715.2Other 8%$11.23%$4.0$148.8Total Non-Interest Income Bank Card Fees: Decrease from Q4 was driven by seasonality. Trust Fees: Increase over the prior year was mostly driven by higher private client fees. Deposit Account Charges and Other Fees: Increase compared to the same period last year due to higher corporate cash management fees.


 
NON-INTEREST EXPENSE HIGHLIGHTS 13 1Q24 vs. 1Q23 1Q24 vs. 4Q23 % Change$ Change% Change$ Change1Q24$ in millions 5%$7.43%$4.3$151.8Salaries and Employee Benefits 11%3.00%.031.2Data Processing and Software 6%.8-3%-.413.6Net Occupancy 73%3.4-61%-12.38.0Deposit Insurance 3%.2-2%-.15.0Equipment 3%.2-10%-.54.7Supplies and Communication -26%-1.4-38%-2.54.0Marketing 42%8.127%5.827.4Other 10%$21.6-2%$-5.6$245.7Total Non-Interest Expense 3%$7.5-2%$-3.6$231.6Total Non-Interest Expense, adjusted 1 1Excluding a $4.0 million adjustment to the FDIC special assessment and a $10 million one-time litigation settlement accrual in 1Q24 and $16.0 million FDIC special assessment in 4Q23. 2Accrued in 1Q24 Total non-interest expense: Increase of 3% over prior year excluding FDIC and litigation settlement accruals1 Salaries and employee benefits: Increase over the prior quarter mainly due to higher payroll taxes; increase over prior year was mostly due to higher full- time salaries. Deposit Insurance: Includes an additional $4.0 million FDIC special assessment2. Other: Includes a one-time litigation settlement accrual of $10.0 million2.


 
14 LIQUIDITY AND CAPITAL


 
LIQUIDITY AND CAPITAL HIGHLIGHTS 15 • $1.6B in cash at Federal Reserve Bank (FRB) at Q1. • AFS debt securities portfolio duration of 4.2 years. • Investment securities purchases in Q1 totaled $145.7MM at a weighted average yield of 4.65%. • Cash flows from maturities and paydowns of investments and resale agreements of approximately $1.8B expected over the next twelve months. – AFS debt securities of $1.6B – Securities purchased under agreements to resell of $125MM Liquidity • TCE/TA of 9.24%, an increase of 39 bps over Q4. Tier 1 leverage at 11.75%. • Purchased $42.0MM of common stock vs. $20.2MM in Q4. • AOCI loss increased from $(891MM) at Q4 to $(931MM) at Q1. • Tendered 823,477 of Visa Class B-1 shares, awaiting notification of acceptance and the closing of the exchange offer. Capital • QTD Average loan to deposit ratio of 70%. • Optimizing sources and uses of funding, allowing high cost CDs to mature. • Total deposits at period end decreased $924MM and customer repurchase agreements decreased $406MM. Balance Sheet / Deposits


 
2020 2021 2022 3Q23 4Q23 1Q24 $2.3 $3.0 $2.8 $2.3 $2.3 $2.4 DEPOSIT BALANCE TRENDS Segment view $ in billions 16 2020 2021 2022 3Q23 4Q23 1Q24 $9.9 $12.0 $11.9 $10.5 $10.6 $9.9 2020 2021 2022 3Q23 4Q23 1Q24 $11.3 $12.8 $13.4 $12.1 $12.1 $12.2 Commercial Consumer Wealth Average Balance 3Q23 4Q23 1Q24 $12.3 $12.4 $12.6 Period EndAverage Balance Average Balance Segment balances do not include brokered deposits. 2020 through 2022 are full year average balances. 3Q23 4Q23 1Q24 $10.0 $10.4 $9.3 Period End 3Q23 4Q23 1Q24 $2.3 $2.5 $2.4 Period End


 
Hedging Structures: Four floor contracts (indexed to 1 Month SOFR) to hedge the risk of declining interest rates on floating rate commercial loans. The contracts have a term of 6 years. • 3.5% floor contract with a notional value of $500 million. The contract begins 7/2024. • 3.25% floor contract with a notional value of $500 million. The contract begins 11/2024. • 3.0% floor contract with a notional value of $500 million. The contract begins 3/2025. • 2.75% floor contract with a notional value of $500 million. The contract begins 7/2025. WELL-POSITIONED FOR MULTIPLE RATE ENVIRONMENTS 17 Opportunities to enhance and protect NII. • Net yield on interest earning assets increased 16 bps over Q4 to 3.33%. • Loan yield increased 12 bps over Q4 to 6.27%. • Total deposit costs increased 4 bps over Q4 to 1.38%. • As of December 31, 2023, 57% of loans were variable rate, (73% commercial, 27% consumer). • Large core deposit base and historically low betas. Cost of Total Deposits & Deposit Beta: Prior & Current Fed Cycle Cost of Total Deposits Deposit Beta1 End of Fed Rate Increases / Current Before Fed Rate Increases 12%.38%.12%Commerce (3Q2015 – 2Q2019) 27%.85%.23%Peer Median (3Q2015 – 2Q2019) 26%1.38%.03%Commerce (4Q2021 – 1Q2024) 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 3.5% 4.0% 4.5% 5.0% 5.5% 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Quarter in the Fed Cycle Source: S&P Global Market Intelligence 1 Fed Rate increase cycle from 3Q2015 through 2Q2019, +225 bps; Fed Rate increase cycle from 4Q2021 through 1Q2024, +525 bps Effective Fed Funds Rate (3Q2015 - 2Q2019) Effective Fed Funds Rate (4Q2021 - Current) 3Q2015 / 4Q2021


 
Over 57% of total loans are variable; 65% of commercial loans have floating rates SUMMARY OF FIXED & FLOATING LOANS 40% 60% Business Total Loans: $6.0B Fixed Variable C om m er ci al 61% 39% Personal RE Total Loans: $3.0B C on su m er 100% HELOC Total Loans: $0.3B 41% 59% Business RE Total Loans: $3.7B 95% 5% Consumer Card Total Loans: $0.6B 73% 27% Consumer Total Loans: $2.1B 18 97% 3% Construction Total Loans: $1.4B Source: 2023 10-K


 
9% 12% 55% 19% 5% Composition of AFS Portfolio Treasury & agency Municipal MBS Other asset backed Corporate HIGH QUALITY, HIGHLY LIQUID AND DIVERSE INVESTMENT PORTFOLIO 1Excludes inflation effect on TIPs; 2Tax equivalent yield Duration (yrs)Avg RateQTD – March 31, 2024 2.51.61%Treasury & agency1 5.21.97%2Municipal 5.12.19%MBS 1.02.39%Other asset-backed 3.31.93%Corporate 4.22.18%Total 19 Total available for sale securities Average balance: $9.5 billion, at fair value As of March 31, 2024


 
Average Loan to Deposit Ratio3 SOUND CAPITAL AND LIQUIDITY POSITION 20 Tier 1 Risk-Based Capital Ratio1 1S&P Global Market Intelligence, Information as of December 31, 2023 2Period-end balances, as of March 31, 2024 3Includes loans held for sale, for the quarter ended March 31, 2024 15.5% 15.3% 13.7% 13.1% 12.6% 12.3% 12.1% 12.1% 12.1% 11.8% 11.7% 11.4% 11.2% 11.2% 11.1% 10.9% 10.8% 10.3% 10.3% 10.0% PB CBSH CFR UBSI UCBI HWC SFNC BOKF CADE SSB OZK ONB ABCB FULT FIBK UMBF PNFP FNB WTFC ASB Peer Median: 11.7% Core Deposits $22.0 Billion2 Large, stable deposit base Loan to Deposit Ratio Total Deposits 70% Average Loan to Deposit Ratio184% 90%10% Core Deposits - Non-Interest Bearing - Interest Checking - Savings and Money MarketCertificates of Deposits Commerce Peer Average


 
$7.8 $7.3 $5.8 $93.2 $118.2 1Q23 4Q23 1Q24 $6.8 $8.0 $8.9 $6.1 $10.1 1Q23 4Q23 1Q24 MAINTAINING STRONG CREDIT QUALITY 21 Net Loan Charge-Offs (NCOs) $ in millions NCOs- CBSH NCOs - Peer Average NCO/Average Loans1 - CBSH $159.3 $162.4 $160.5 $280.5 $312.1 1Q23 4Q23 1Q24 Allowance for Credit Losses on Loans (ACL) $ in millions ACL - CBSH ACL - Peer Average ACL / Total Loans - CBSH Non-Accrual Loans (NALs) $ in millions NALs - CBSH NALs - Peer Average 20.4x 22.2x 27.7x 4.6x 3.8x 1Q23 4Q23 1Q24 Allowance for Credit Losses on Loans (ACL) to NALs ACL / NALs - CBSH ACL / NALs - Peer AverageNALs / Total Loans - CBSH NCO/Average Loans1 – Peer Average .05% NALs / Total Loans – Peer Average .04% .03% .38% .46% ACL / Total Loans – Peer Average .96% .94% .93% 1.17% 1.24% .17% .19% .21% .10% .16% Percentages are illustrative and not to scale; Peer Banks include: ABCB, ASB, BOKF, CADE, CFR, FIBK, FNB, FULT, HWC, ONB, OZK, PB, PNFP, SFNC, SSB, UBSI, UCBI, UMBF, WTFC 1As a percentage of average loans (excluding loans held for sale)


 
ALLOCATION OF ALLOWANCE 22 CECL allowances reflect the economic and market outlook March 31, 2024Dec. 31, 2023 % of Outstanding Loans Allowance for Credit Losses (ACL) % of Outstanding Loans Allowance for Credit Losses (ACL)$ in millions .73%$ 43.8.78%$ 47.1Business .81%30.2 .80%29.7 Bus R/E 2.10%31.42.17%31.4Construction .94%$ 105.5.97%$ 108.2Commercial total .56%11.9 .56%11.6 Consumer 5.13%28.94.86%28.7Consumer CC .40%12.3.40%12.0Personal R/E .56%1.8.55%1.8Revolving H/E .30%.1 1.62%.1 Overdrafts .90%$ 55.0 .90%$ 54.2 Consumer total .93%$ 160.5.94%$ 162.4Allowance for credit losses on loans 1.07% 0.88% 0.90% 0.92% 0.96% 0.94% 0.95% 0.94% 0.93% 0.60% 0.80% 1.00% 1.20% 1.40% $100 $150 $200 $125 $175 $225 $162.8 3Q $150.0 0.99% 4Q $134.7 0.87% 1Q $138.0 2Q $143.4 1/1 $150.1 4Q $159.3 1Q $158.7 $139.6 2Q $162.2 0.95% 3Q $200.5 1Q 4Q $160.5 1Q3Q $172.4 1.10% 1.22% 2Q $162.4 Allowance for Credit Losses (ACL) on Loans ACL - Loans (left) ACL / Total Loans (right) $ in millions 202220212020 2023 2024


 
Quick Facts: Small Business Investment Company (SBIC) founded in 1959 Nationwide footprint with Greater Midwest Focus 36 Portfolio Companies Representing $960.2 million in Revenue Over 3,300 Employees Fair Value as of March 31, 2024: $183.7 million Investment Criteria • Manufacturing, distribution and certain service companies • Cash flow positive • Good management • Consistent financial performers • Operate in niche markets • Significant and defensible market positions • Differentiated products and services • Scalable business platforms Target Parameters • Revenues - $10 million to $100 million • EBITDA - $2 million to $7 million CAPITAL FOR BUSINESS® A middle-market private equity firm focused on the success of industrial growth companies Transaction Types Management buyouts Leveraged buyouts Succession plans Recapitalizations Corporate divestitures Investment Structures Subordinated debt Preferred stock Common stock Warrants Other Information Co-investors Majority control Target 5-7 year hold period Management participation 23


 
NON-GAAP RECONCILIATIONS 24 For The Three Months Ended Mar. 31, 2023Dec. 31, 2023Mar. 31, 2024(DOLLARS IN THOUSANDS) 251,623$248,421$248,999$Net Interest IncomeA 137,612$144,879$148,848$Non-Interest IncomeB 224,107$251,254$245,697$Non-Interest ExpenseC 165,128$142,046$152,150$Pre-Provision Net Revenue (A+B-C) Pre-tax, Pre-provision Net Revenue