Form 4: Commerce Bancshares Executive Acquires Shares

David W. Kemper, Executive Chairman of Commerce Bancshares, acquired 127 shares of common stock at $53.6883 per share as part of a pre-arranged plan.

Summary

• David W. Kemper, Executive Chairman and Director of Commerce Bancshares Inc. /MO/ (CBSH), acquired 127 shares of common stock.
• The transaction occurred on December 15, 2025, at a price of $53.6883 per share.
• This acquisition was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged purchase.
• Following this transaction, Kemper's total beneficial ownership stands at 1,758,788 shares, comprising 1,268,726 shares held directly and 490,062 shares held indirectly through various plans and trusts.
• All reported stock holding balances have been adjusted to reflect a 5% stock dividend with a record date of December 2, 2025, and payable on December 16, 2025.

Sentiment

Score: 6

Explanation: Slightly positive due to the insider acquisition, even if small, and its execution under a 10b5-1 plan, indicating planned activity. The 5% stock dividend adjustment is also a positive for shareholders.

Positives

• An insider, the Executive Chairman, increased his stake in the company, which can be seen as a vote of confidence.
• The transaction was executed under a Rule 10b5-1(c) plan, suggesting a pre-planned, systematic approach to share acquisition rather than a reactive market purchase.
• A 5% stock dividend was applied to all stock holding balances, benefiting shareholders by increasing their share count.

Negatives

• The number of shares acquired (127) is relatively small compared to the total beneficial ownership, limiting its significance as a strong signal.

Future Outlook

NA

Industry Context

This filing reflects a routine insider transaction for a banking executive. Such transactions are common across the financial services industry, often executed under pre-arranged plans, and do not inherently indicate broader industry trends or competitive shifts.

Related Party Transactions

• David W. Kemper's indirect beneficial ownership includes shares held through various family trusts (CB Kemper Rev Trust, EC Kemper Rev Trust, JW Kemper Rev Trust, WL Kemper Irrev Trust, WL Kemper Rev Trust) and Tower Properties Co, which could be considered related parties.

Stakeholder Impact

• Shareholders: The 5% stock dividend benefits all shareholders by increasing their share count. The insider purchase, though small, might be viewed as a positive signal of management confidence.
• Employees: No direct impact mentioned.
• Customers/Suppliers/Creditors: No direct impact mentioned.

Key Dates

Recommendation

The filing reports a routine, pre-scheduled insider acquisition of a small number of shares by the Executive Chairman. While an insider purchase can be a positive signal, the size of this transaction is not significant enough to warrant a change in investment thesis. The 5% stock dividend is a positive for existing shareholders. Overall, the information presented does not provide new fundamental data to alter a 'hold' recommendation for Commerce Bancshares.

Keywords

Commerce Bancshares, CBSH, David W. Kemper, Insider Trading, Stock Acquisition, Form 4, Executive Chairman, Beneficial Ownership, Rule 10b5-1, Stock Dividend