Parent Company Condensed Financial Statements

12 Months Ended

Dec. 31, 2025

Condensed Financial Information Disclosure [Abstract]

Parent Company Condensed Financial Statements

Parent Company Condensed Financial Statements

Following are the condensed financial statements of Commerce Bancshares, Inc. (Parent only) for the periods indicated:

Condensed Balance Sheets
	December 31
(In thousands)	2025		2024
Assets
Investment in consolidated subsidiaries:
Bank	$	3,280,689	$	2,697,961
Non-banks	203,879		187,404
Cash	248,855		357,046
Investment securities:
Available for sale debt	941		5,381
Equity	12,337		12,750
Note receivable due from bank subsidiary	50,000		50,000
Advances to subsidiaries, net of borrowings	550		1,500
Income tax receivable and deferred tax assets	7,546		9,131
Other assets	34,004		31,164
Total assets	$	3,838,801	$	3,352,337
Liabilities and shareholders’ equity
Pension obligation	$	1,277	$	3,220
Other liabilities	46,153		39,236
Total liabilities	47,430		42,456
Shareholders’ equity	3,791,371		3,309,881
Total liabilities and shareholders’ equity	$	3,838,801	$	3,352,337

Condensed Statements of Income
	For the Years Ended December 31
(In thousands)	2025		2024		2023
Income
Dividends received from consolidated bank subsidiary	$	240,002	$	215,001	$	280,000
Earnings of consolidated subsidiaries, net of dividends	338,060		191,421		203,570
Interest and dividends on investment securities	2,084		2,282		2,905
Management fees charged to subsidiaries	45,776		42,296		47,773
Investment securities gains (losses)	1,408		176,863		(621)
Net interest income on advances and note to subsidiaries	1,996		2,415		2,636
Other	4,099		3,294		2,842
Total income	633,425		633,572		539,105
Expense
Salaries and employee benefits	44,778		44,520		41,549
Professional and other services	3,564		3,495		3,580
Data processing fees paid to affiliates	3,041		3,316		3,347
Donation to related charitable foundation	—		5,000		—
Other	19,525		15,390		16,264
Total expense	70,908		71,721		64,740
Income tax (benefit) expense	(3,734)		35,520		(2,695)
Net income	$	566,251	$	526,331	$	477,060

Condensed Statements of Cash Flows
	For the Years Ended December 31
(In thousands)	2025		2024		2023
Operating Activities
Net income	$	566,251	$	526,331	$	477,060
Adjustments to reconcile net income to net cash provided by operating activities:
Earnings of consolidated subsidiaries, net of dividends	(338,060)		(191,421)		(203,570)
Other adjustments, net	10,312		(165,330)		5,749
Net cash provided by (used in) operating activities	238,503		169,580		279,239
Investing Activities
(Increase) decrease in investment in subsidiaries, net	(10)		—		4,348
Proceeds from sales of investment securities	—		176,561		—
Proceeds from maturities/pay downs of investment securities	7,433		9		15
Purchases of investment securities	(862)		(1,062)		(902)
(Increase) decrease in advances to subsidiaries, net	950		300		18,729
Net purchases of building improvements and equipment	(38)		(5)		(490)
Net cash provided by (used in) investing activities	7,473		175,803		21,700
Financing Activities
Purchases of treasury stock	(207,567)		(171,407)		(76,890)
Issuance of stock under equity compensation plans	(4)		—		(3)
Cash dividends paid on common stock	(146,596)		(139,503)		(134,734)
Net cash provided by (used in) financing activities	(354,167)		(310,910)		(211,627)
Increase (decrease) in cash	(108,191)		34,473		89,312
Cash at beginning of year	357,046		322,573		233,261
Cash at end of year	$	248,855	$	357,046	$	322,573
Income tax payments (receipts), net	$	(4,430)	$	34,975	$	(3,254)

Dividends paid by the Parent to its shareholders were substantially provided from Bank dividends. The Bank may distribute common dividends without prior regulatory approval, provided that the dividends do not exceed the sum of net income for the current year and retained net income for the preceding two years, subject to maintenance of minimum capital requirements. The Parent charges fees to its subsidiaries for management services provided, which are allocated to the subsidiaries based on total assets and number of employees. The Parent makes cash advances to its private equity subsidiary for general short-term cash flow purposes. Advances may be made to the Parent by its subsidiary bank for temporary investment of idle funds. Interest on such advances is based on market rates.

The Bank has $50.0 million of borrowings from the Parent as part of its strategy to manage FDIC insurance premiums. The note has a rolling 13 month maturity, and the interest rate is a variable rate equal to the one year treasury rate.

For the past several years, the Parent has maintained a $20.0 million line of credit for general corporate purposes with the Bank. The Parent has not borrowed under this line during the past three years.

The Parent has commitments to fund an additional $44.7 million relating to private equity investments over the next several years. The investments are made directly by the Parent and through non-bank subsidiaries.

At December 31, 2025, the fair value of the investment securities held by the Parent consisted of investments of $941 thousand in corporate bonds, $4.6 million in common stock with readily determinable fair values, and $7.7 million in equity securities that do not have readily determinable fair values. The Parent's common stock investment of $4.6 million held at December 31, 2025 was entirely comprised of its holdings in FineMark Holdings, Inc. Those shares are no longer held after the Company's acquisition of FineMark in January 2026. The Parent also holds 411,723 shares of Visa Class B-2 common stock, which are discussed in Note 3. During 2024, the Parent sold Visa Class A common stock resulting in proceeds of $176.6 million, also discussed in Note 3.