CBSH News & Events

Commerce Bancshares (CBSH) announced that Visa (V) 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 tender was previously announced by the company on a Form 8-K filed on April 27. "As a result of the Exchange Offer, the Company marked its Visa Class C common stock to fair value and recorded a gain of $99M, 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. 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 $911M. 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%. 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," Commerce stated.

Commerce Bancshares' Board of Directors approved an increase to the company's share repurchase authorization, adding 2,500,000 shares of common stock. When combined with the shares remaining under the prior authorization as of October 31, 2025, the company is now authorized to repurchase up to 7,500,000 total shares of its common stock under its share repurchase program. The expanded authorization reflects the Board's continued focus on disciplined capital management and its commitment to creating long-term shareholder value, while maintaining the financial flexibility needed to support the company's strategic priorities, the company said in a statement.