Form 4: Commerce Bancshares Senior VP Sells Shares

Commerce Bancshares Senior VP David L. Roller reported multiple dispositions of common stock, including tax-related withholdings and an open market sale, following a 5% stock dividend.

Summary

• David L. Roller, Senior Vice President of Commerce Bancshares Inc. (CBSH), reported multiple transactions involving the disposition of common stock.
• On February 2, 2026, 1,094 shares were disposed of at $53.23 per share, identified as a payment of tax liability by withholding securities.
• On February 3, 2026, an additional 488 shares were disposed of at $53.59 per share, also for tax liability.
• Also on February 3, 2026, 2,092 shares were sold in an open market or private sale at $53.324 per share.
• These transactions were made pursuant to a Rule 10b5-1(c) pre-planned contract.
• The reported stock holding balances were adjusted to include a 5% stock dividend with a record date of December 2, 2025, and payable on December 16, 2025.
• Following these transactions, Mr. Roller directly beneficially owns 28,933 shares and indirectly owns 2,155 shares through a 401(k) plan.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral. While it reports insider selling, a portion is for tax obligations, and all transactions are under a pre-planned Rule 10b5-1 contract, which mitigates any negative sentiment typically associated with insider dispositions. The mention of a stock dividend is a positive for shareholders.

Positives

• A 5% stock dividend was declared with a record date of December 2, 2025, and payable on December 16, 2025, which adjusted stock holding balances for shareholders.

Negatives

• Senior Vice President David L. Roller disposed of a total of 3,674 shares of common stock across three transactions in early February 2026.

Risks

• The Power of Attorney acknowledges that neither the Company nor the Attorney-in-Fact assumes liability for the undersigned's responsibility to comply with Section 13 or Section 16 of the Exchange Act or Rule 144, including liability for disgorgement of profits under Section 16(b). This highlights the personal compliance risk for the insider.

Future Outlook

This Form 4 filing does not contain forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

StockSavvy.ai notes that insider transaction reports like this Form 4 are routine disclosures required by the SEC. While they provide transparency into executive stock movements, they typically do not reflect broader industry trends or competitive positioning unless the transactions are unusually large or indicative of a significant shift in insider sentiment.

Corporate Governance

Stakeholder Impact

• Shareholders: May note the insider's disposition of shares, though the context of tax withholding and a 10b5-1 plan suggests these are routine and not necessarily indicative of a change in management's outlook. The 5% stock dividend is a positive for shareholders.

Next Steps

• David L. Roller will continue to be subject to Section 16 reporting obligations for his holdings and transactions in Commerce Bancshares Inc. securities.
• The appointed attorneys-in-fact, Margaret M. Rowe and Paul A. Steiner, will continue to have authority to prepare and file SEC documents on Mr. Roller's behalf.

Key Dates

Recommendation

This Form 4 details routine insider transactions, including tax-related dispositions and a pre-planned sale under Rule 10b5-1. Such transactions are generally not considered significant enough to warrant a change in investment recommendation for a seasoned investor or institution, especially given the context and the relatively modest volume compared to the company's overall market capitalization. The stock dividend is a positive, but the overall filing does not present new information that would fundamentally alter the investment thesis.

Keywords

insider trading, Form 4, CBSH, Commerce Bancshares, stock disposition, Rule 10b5-1, stock dividend, beneficial ownership