Form 4: Commerce Bancshares CEO Sells Shares Under 10b5-1 Plan

Sentiment:

Insider Transaction Report 9 February 2026 3:46 PM

📋All filings for Commerce Bancshares INC /MO/

Commerce Bancshares President and CEO John W. Kemper sold 23,397 shares of common stock for approximately $1.26 million under a pre-arranged trading plan.

Summary

John W. Kemper, President and CEO, and a Director of Commerce Bancshares Inc. /MO/ (CBSH), reported a sale of common stock.
On February 5, 2026, Kemper disposed of 23,397 shares of CBSH common stock.
The shares were sold at an average price of $53.9941 per share, with prices ranging from $53.70 to $54.51.
The total value of the shares sold is approximately $1,263,300.
This transaction was conducted pursuant to a Rule 10b5-1(c) pre-arranged trading plan.
Following the transaction, Kemper directly beneficially owns 206,528 shares and indirectly owns 284,092 shares through Tower Properties Co.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. While an insider sale reduces direct ownership, the 10b5-1 plan indicates a pre-planned transaction, mitigating concerns about negative sentiment or opportunistic selling.

Positives

The transaction was executed under a Rule 10b5-1(c) plan, indicating it was pre-scheduled and not based on new, non-public information.

Negatives

An insider sale, even under a 10b5-1 plan, reduces the direct ownership stake of a key executive in the company.

Future Outlook

Industry Context

StockSavvy.ai notes that insider sales, even those pre-scheduled under Rule 10b5-1 plans, are routinely monitored by investors for insights into management's perspective on future stock performance. While a 10b5-1 plan mitigates concerns about opportunistic selling, the reduction in direct ownership by a CEO is still a data point for market participants to consider in the context of the broader banking sector's performance and outlook.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Power of Attorney Grant	John W. Kemper granted a Power of Attorney to Thomas J. Noack and Paul A. Steiner to execute Forms 3, 4, and 5 on his behalf, ensuring timely compliance with Section 16(a) of the Securities Exchange Act of 1934.	2019-04-17	Enhances efficiency and ensures compliance for insider reporting requirements for the CEO, reducing administrative burden on the executive while maintaining regulatory adherence.

Related Party Transactions

John W. Kemper indirectly owns 284,092 shares through Tower Properties Co., indicating a related party holding.

Stakeholder Impact

Shareholders: May interpret the sale as a slight reduction in insider confidence, though the 10b5-1 plan mitigates this. The transaction itself does not directly impact company operations or financial performance.
Management: The Power of Attorney streamlines compliance for the CEO's Section 16 filings.

Key Dates

Date	Description
2019-04-17	Date Power of Attorney was executed by John W. Kemper.
2026-02-05	Date of common stock transaction (sale of 23,397 shares).
2026-02-09	Date Form 4 was signed by Paul A. Steiner on behalf of John W. Kemper.

Recommendation

hold

The insider sale by CEO John W. Kemper, while reducing his direct stake, was executed under a pre-arranged 10b5-1 plan. This suggests the transaction is for personal financial management rather than a signal of negative company prospects. Given the pre-planned nature, it does not provide new fundamental information to warrant a change in investment thesis, thus a 'hold' recommendation is appropriate.

Keywords

Commerce Bancshares, CBSH, John W. Kemper, Insider Trading, Form 4, Stock Sale, CEO, Director, 10b5-1 Plan, Financial Disclosure

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