Commerce Bancshares - 10-Q quarterly report FY2026 Q2

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Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
			SECURITIES EXCHANGE ACT OF 1934

________________________________________________________

For the quarterly period ended June 30, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
			SECURITIES EXCHANGE ACT OF 1934

____________________________________________________________

For the transition period from to

Commission File No. 001-36502


			COMMERCE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)


Missouri		43-0889454
(State of Incorporation)		(IRS Employer Identification No.)
1000 Walnut
Kansas City,	MO	64106
(Address of principal executive offices)		(Zip Code)

(816) 234-2000

(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:

Title of class	Trading symbol(s)	Name of exchange on which registered
$5 Par Value Common Stock	CBSH	NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of August 3, 2026, the registrant had outstanding 143,432,178 shares of its $5 par value common stock, registrant’s only class of common stock.

Commerce Bancshares, Inc. and Subsidiaries

Form 10-Q


			Page
INDEX
Part I	Financial Information
	Item 1.	Financial Statements
		Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025	3
		Consolidated Statements of Income for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited)	4
		Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited)	5
		Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited)	6
		Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (unaudited)	8
		Notes to Consolidated Financial Statements	10
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	54
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	79
	Item 4.	Controls and Procedures	80

Part II	Other Information
	Item 1.	Legal Proceedings	81
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	81
	Item 5.	Other Information	81
	Item 6.	Exhibits	82
Signatures			83

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Commerce Bancshares, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS


	June 30, 2026		December 31, 2025
	(Unaudited)
	(In thousands)
ASSETS
Loans	$	20,833,481	$	17,771,263
Allowance for credit losses on loans	(195,375)		(179,468)
Net loans	20,638,106		17,591,795
Loans held for sale (including $3,376,000 and $4,028,000 of residential mortgage loans carried at fair value at June 30, 2026 and December 31, 2025, respectively)	3,799		4,329
Investment securities:
Available for sale debt, at fair value (amortized cost of $8,941,232,000 and $9,742,278,000 at
June 30, 2026 and December 31, 2025, respectively, and allowance for credit losses of $—
at both June 30, 2026 and December 31, 2025)	8,322,634		9,095,513
Trading debt	57,651		40,080
Equity	114,724		57,354
Other	242,737		230,459
Total investment securities	8,737,746		9,423,406
Federal funds sold	2,010		—
Securities purchased under agreements to resell	1,150,000		850,000
Interest earning deposits with banks	2,260,162		2,744,393
Cash and due from banks	645,674		803,239
Premises and equipment – net	527,679		485,700
Goodwill	253,805		146,539
Other intangible assets – net	140,482		13,311
Other assets	909,704		852,377
Total assets	$	35,269,167	$	32,915,089
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest bearing	$	8,172,552	$	8,205,711
Savings, interest checking and money market	17,320,654		15,047,406
Certificates of deposit of less than $100,000	1,017,503		1,023,406
Certificates of deposit of $100,000 and over	1,364,993		1,363,053
Total deposits	27,875,702		25,639,576
Federal funds purchased and securities sold under agreements to repurchase	2,428,291		2,989,641
Other borrowings	26,291		12,798
Other liabilities	557,078		458,302
Total liabilities	30,887,362		29,100,317
Commerce Bancshares, Inc. shareholders’ equity:



Common stock, $5 par value
Authorized 190,000,000; issued 148,521,165 and 138,588,701 shares at June 30, 2026 and December 31, 2025, respectively	742,606		692,944
Capital surplus	3,993,098		3,522,292
Retained earnings	353,023		131,826
Treasury stock of 4,369,979 shares at June 30, 2026
and 876,521 shares at December 31, 2025, at cost	(232,318)		(48,001)
Accumulated other comprehensive income (loss)	(498,731)		(507,690)
Total Commerce Bancshares, Inc. shareholders' equity	4,357,678		3,791,371
Non-controlling interest	24,127		23,401
Total equity	4,381,805		3,814,772
Total liabilities and equity	$	35,269,167	$	32,915,089

See accompanying notes to consolidated financial statements.

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Commerce Bancshares, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME


	For the Three Months Ended June 30				For the Six Months Ended June 30
(In thousands, except per share data)	2026		2025		2026		2025
	(Unaudited)
INTEREST INCOME
Interest and fees on loans	$	291,439	$	260,444	$	579,823	$	514,638
Interest and fees on loans held for sale	23		40		52		63
Interest on investment securities	82,707		79,998		154,994		156,450
Interest on federal funds sold	6		2		13		31
Interest on securities purchased under agreements to resell	9,392		8,516		17,847		15,934
Interest on deposits with banks	23,764		22,636		51,109		48,885
Total interest income	407,331		371,636		803,838		736,001
INTEREST EXPENSE
Interest on deposits:
Savings, interest checking and money market	57,196		51,835		115,753		104,238
Certificates of deposit of less than $100,000	7,865		8,445		15,948		17,377
Certificates of deposit of $100,000 and over	11,402		12,914		23,500		26,233
Interest on federal funds purchased	2,290		1,416		3,570		2,800
Interest on securities sold under agreements to repurchase	13,490		16,853		29,270		36,077
Interest on other borrowings	3		26		872		27
Total interest expense	92,246		91,489		188,913		186,752
Net interest income	315,085		280,147		614,925		549,249
Provision for credit losses	8,731		5,597		19,691		20,084
Net interest income after credit losses	306,354		274,550		595,234		529,165
NON-INTEREST INCOME
Trust fees	71,512		55,571		142,561		112,163
Bank card transaction fees	48,121		46,362		93,706		91,955
Deposit account charges and other fees	29,259		26,248		57,837		52,870
Consumer brokerage services	5,862		5,383		11,306		10,168
Capital market fees	5,667		6,175		11,005		11,287
Loan fees and sales	3,274		3,419		6,517		6,823
Other	20,133		22,455		36,747		39,296
Total non-interest income	183,828		165,613		359,679		324,562





INVESTMENT SECURITIES GAINS (LOSSES), NET	12,830		437		24,477		(7,154)
NON-INTEREST EXPENSE
Salaries and employee benefits	179,954		155,025		360,741		308,103
Data processing and software	38,241		32,904		76,569		65,142
Professional and other services	16,506		12,973		35,298		22,999
Net occupancy	14,638		13,654		29,946		27,674
Marketing	6,413		5,974		13,370		11,817
Equipment	5,870		5,157		11,541		10,405
Supplies and communication	5,484		4,962		10,722		10,008
Deposit insurance	3,841		3,312		7,755		7,056
Other	26,121		10,476		42,252		19,609
Total non-interest expense	297,068		244,437		588,194		482,813
Income before income taxes	205,944		196,163		391,196		363,760
Less income taxes	45,775		42,400		86,656		79,364
Net income	160,169		153,763		304,540		284,396
Less non-controlling interest expense (income)	379		1,284		3,127		325
Net income attributable to Commerce Bancshares, Inc.	$	159,790	$	152,479	$	301,413	$	284,071


Net income per common share — basic	$	1.10	$	1.09	$	2.06	$	2.02
Net income per common share — diluted	$	1.10	$	1.09	$	2.06	$	2.02

See accompanying notes to consolidated financial statements.

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Commerce Bancshares, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	For the Three Months Ended June 30				For the Six Months Ended June 30
(In thousands)	2026		2025		2026		2025
	(Unaudited)
Net income	$	160,169	$	153,763	$	304,540	$	284,396
Other comprehensive income (loss), net of tax:


Net unrealized gains (losses) on available for sale debt securities	51,675		51,374		21,125		169,662
Change in pension loss	105		171		208		343
Unrealized gains (losses) on cash flow hedge derivatives	(10,919)		1,982		(12,374)		7,857
Other comprehensive income (loss), net of tax	40,861		53,527		8,959		177,862
Comprehensive income (loss)	201,030		207,290		313,499		462,258
Less non-controlling interest (income) expense	379		1,284		3,127		325
Comprehensive income (loss) attributable to Commerce Bancshares, Inc.	$	200,651	$	206,006	$	310,372	$	461,933

See accompanying notes to consolidated financial statements.

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Commerce Bancshares, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Three Months Ended June 30, 2026 and 2025


	Commerce Bancshares, Inc. Shareholders
(In thousands, except per share data)	Common Stock		Capital Surplus		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Non-Controlling Interest		Total
	(Unaudited)
Balance March 31, 2026	$	742,606	$	3,986,353	$	233,094	$	(120,692)	$	(539,592)	$	24,629	$	4,326,398
Net income					159,790						379		160,169
Other comprehensive income (loss)									40,861				40,861
Distributions to non-controlling interest											(881)		(881)

Purchases of treasury stock							(111,324)						(111,324)


Issuance under stock purchase and equity compensation plans			302				(302)						—
Stock-based compensation			6,443										6,443
Cash dividends paid on common stock ($0.275 per share)					(39,861)								(39,861)

Balance June 30, 2026	$	742,606	$	3,993,098	$	353,023	$	(232,318)	$	(498,731)	$	24,127	$	4,381,805
Balance March 31, 2025	$	676,054	$	3,381,960	$	140,220	$	(85,871)	$	(634,576)	$	20,615	$	3,498,402

Net Income					152,479						1,284		153,763
Other comprehensive income (loss)									53,527				53,527
Distributions to non-controlling interest											(2,357)		(2,357)
Purchases of treasury stock							(10,497)						(10,497)

Issuance under stock purchase and equity compensation plans			219				(221)						(2)
Stock-based compensation			4,039										4,039
Cash dividends paid on common stock ($.262 per share)					(36,761)								(36,761)

Balance June 30, 2025	$	676,054	$	3,386,218	$	255,938	$	(96,589)	$	(581,049)	$	19,542	$	3,660,114

See accompanying notes to consolidated financial statements.

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Commerce Bancshares, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Six Months Ended June 30, 2026 and 2025


	Commerce Bancshares, Inc. Shareholders
(In thousands, except per share data)	Common Stock		Capital Surplus		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Non-Controlling Interest		Total
	(Unaudited)
Balance December 31, 2025	$	692,944	$	3,522,292	$	131,826	$	(48,001)	$	(507,690)	$	23,401	$	3,814,772


Net income					301,413						3,127		304,540
Other comprehensive income (loss)									8,959				8,959
Distributions to non-controlling interest											(2,401)		(2,401)

Acquisition of FineMark Holdings, Inc	49,662		470,203										519,865
Purchases of treasury stock							(196,298)						(196,298)

Issuance under stock purchase and equity compensation plans			(11,982)				11,981						(1)
Stock-based compensation			12,585										12,585
Cash dividends paid on common stock ($.550 per share)					(80,216)								(80,216)

Balance June 30, 2026	$	742,606	$	3,993,098	$	353,023	$	(232,318)	$	(498,731)	$	24,127	$	4,381,805
Balance December 31, 2024	$	676,054	$	3,395,645	$	45,494	$	(48,401)	$	(758,911)	$	22,594	$	3,332,475



Net income					284,071						325		284,396
Other comprehensive income (loss)									177,862				177,862
Distributions to non-controlling interest											(3,377)		(3,377)
Purchases of treasury stock							(66,076)						(66,076)

Issuance under stock purchase and equity compensation plans			(17,892)				17,888						(4)
Stock-based compensation			8,465										8,465
Cash dividends paid on common stock ($.524 per share)					(73,627)								(73,627)

Balance June 30, 2025	$	676,054	$	3,386,218	$	255,938	$	(96,589)	$	(581,049)	$	19,542	$	3,660,114

See accompanying notes to consolidated financial statements.

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Commerce Bancshares, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Six Months Ended June 30
(In thousands)	2026		2025
	(Unaudited)
OPERATING ACTIVITIES:
Net income	$	304,540	$	284,396
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	19,691		20,084
Provision for depreciation and amortization	41,763		27,702
Accretion of discount related to acquired loans	(13,080)		—
Amortization (accretion) of investment security premiums (discounts), net	(13,108)		(9,393)
Investment securities (gains) losses, net (A)	(24,477)		7,154
Net (gains) losses on sales of loans held for sale	(1,441)		(1,053)
Originations of loans held for sale	(62,677)		(51,798)
Proceeds from sales of loans held for sale	64,205		52,203
Net (increase) decrease in trading debt securities, excluding unsettled transactions	525,630		(2,023)

Stock-based compensation	12,585		8,465
(Increase) decrease in interest receivable	7,156		117
Increase (decrease) in interest payable	(5,104)		6,540
Increase (decrease) in income taxes payable	17,930		(23,039)


Other changes, net	(6,958)		(69,559)
Net cash provided by (used in) operating activities	866,655		249,796
INVESTING ACTIVITIES:
Cash received in acquisition	501,360		—


Proceeds from sales of investment securities (A)	859,599		46,094
Proceeds from maturities/pay downs of investment securities (A)	782,348		958,189
Purchases of investment securities (A)	(850,743)		(540,370)
Net (increase) decrease in loans	(443,737)		(466,478)
Securities purchased under agreements to resell	(300,000)		(350,000)
Repayments of securities purchased under agreements to resell	—		125,000
Purchases of premises and equipment	(19,136)		(23,267)
Sales of premises and equipment	2,567		100
Net cash provided by (used in) investing activities	532,258		(250,732)
FINANCING ACTIVITIES:
Net increase (decrease) in non-interest bearing, savings, interest checking and money market deposits	(640,993)		246,122
Net increase (decrease) in certificates of deposit	(153,987)		(15,484)


Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase	(624,368)		(330,297)


FHLB short-term borrowings	250,000		—
Repayments of FHLB borrowings	(603,929)		—
Net increase (decrease) in other borrowings	13,493		14,993

Purchases of treasury stock	(196,347)		(67,047)



Cash dividends paid on common stock and distributions to non-controlling interest	(82,617)		(77,004)

Other, net	(1)		(4)
Net cash provided by (used in) financing activities	(2,038,749)		(228,721)
Increase (decrease) in cash, cash equivalents and restricted cash	(639,836)		(229,657)
Cash, cash equivalents and restricted cash at beginning of year	3,547,715		3,375,992
Cash, cash equivalents and restricted cash at June 30	$	2,907,879	$	3,146,335

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Commerce Bancshares, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)


	For the Six Months Ended June 30
(In thousands)	2026		2025
	(Unaudited)
Supplemental disclosures:
Income tax payments, net	$	63,143	$	97,116
Interest paid on deposits and borrowings	194,017		180,212
Non-cash activities:
Loans transferred to foreclosed real estate	778		617




Business combination:
Fair value of tangible assets acquired	3,327,074		—
Goodwill and other intangible assets	246,068		—
Fair value of liabilities assumed	3,549,295		—
Common stock issued	519,865		—
Fair value of equity interest in FineMark prior to acquisition	4,614		—

(A) Available for sale debt securities, equity securities, and other securities.

See accompanying notes to consolidated financial statements.

Restricted cash is comprised of cash collateral posted by the Company to secure interest rate swap agreements. This balance is included in other assets in the consolidated balance sheets and totaled $33 thousand at June 30, 2026. The Company had $22 thousand in restricted cash at June 30, 2025.

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Commerce Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 (Unaudited)

1. Principles of Consolidation and Presentation

The accompanying consolidated financial statements include the accounts of Commerce Bancshares, Inc. and all majority-owned subsidiaries (the Company). Effective January 1, 2026, the consolidated financial statements also include the accounts of FineMark Holdings, Inc. ("FineMark"), which was acquired by the Company as described in Note 2 "Acquisition" below, and is consolidated from the date of acquisition. Most of the Company's operations are conducted by its subsidiary bank, Commerce Bank (the Bank). The consolidated financial statements in this report have not been audited by an independent registered public accounting firm, but in the opinion of management, all adjustments necessary to present fairly the financial position and the results of operations for the interim periods have been made. All such adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated. Certain reclassifications were made to 2025 data to conform to current year presentation, and certain balances related to the FineMark Holdings, Inc. acquisition were reclassified to conform to the Company's financial statement presentation. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheets and revenues and expenses for the periods. Actual results could differ significantly from those estimates. Management has evaluated subsequent events for potential recognition or disclosure. The results of operations for the six month period ended June 30, 2026 are not necessarily indicative of results to be attained for the full year or any other interim period.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q adopted by the Securities and Exchange Commission. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Company's most recent Annual Report on Form 10-K, containing the latest audited consolidated financial statements and notes thereto.

The Company adopted ASU 2025-08 "Financial Instruments - Credit Losses (Topic 326): Purchased Loans" on January 1, 2026. This new guidance makes significant changes to the accounting for certain acquired seasoned loans subject to the current expected credit loss model (CECL). Under the ASU, the initial allowance for credit losses recorded upon the acquisition of loans in scope is recognized as an adjustment to the amortized cost basis of the loan - similar to the model for purchased credit deteriorated assets. For these loans, the "day-one" credit loss estimate does not impact earnings immediately but is instead amortized over time as an adjustment to interest income. Subsequent changes in the allowance for credit losses are reported in earnings within provision for credit losses.

The following significant accounting policies have been updated or added since the Company's 2025 Annual Report on Form 10-K to reflect the adoption of ASU 2025-08.

Acquired loans - Purchased Credit Deteriorated

Loans acquired in a business combination are recognized on the acquisition date at their estimated fair value based on expected future cash flows discounted at a market-based rate of interest and inclusive of adjustments for credit risk, interest rate risk, liquidity, and other factors. Acquired loans that have experienced more-than-insignificant deterioration in credit quality since origination are classified as purchased credit deteriorated ("PCD") loans. An allowance for credit losses is established for the initial estimate of expected credit losses on PCD loans as of the acquisition date and recorded through a gross-up adjustment to the loan’s amortized cost basis.

Acquired loans - Purchased Seasoned Loans

Non-PCD loans acquired in a business combination are deemed purchased seasoned loans with an allowance for credit losses established for the initial estimate of expected credit losses as of the acquisition date and recorded through a gross-up adjustment to the loans’ amortized cost basis. See Note 2 “Acquisition” for additional information on loans acquired in a business combination.

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2. Acquisition

On January 1, 2026, the Company completed its previously announced acquisition of FineMark Holdings, Inc., a bank holding company headquartered in Fort Myers, Florida, pursuant to the Agreement and Plan of Merger dated June 16, 2025. Immediately after the Merger, FineMark's wholly-owned subsidiary, FineMark National Bank & Trust, merged into the Bank, with the Bank continuing as the surviving bank.

Total purchase consideration for the acquisition was $519.9 million, consisting of 9.9 million shares of the Company's common stock (valued at the acquisition-date fair value of $52.34 per share), plus cash in lieu of fractional shares. Prior to the acquisition date, the Company held a non-controlling equity interest in FineMark, and in accordance with ASC 805, this previously held interest was remeasured to its acquisition-date fair value of $4.6 million. The total acquisition-date fair value of the business combination was $524.5 million, comprised of the $519.9 million of consideration transferred and the $4.6 million fair value of the Company's previously held equity interest.

Under the terms of the merger agreement, each outstanding FineMark common stock share was converted into .7245 shares of the Company's common stock, and each outstanding share of FineMark's preferred stock was converted into 36.3636 shares of FineMark common stock, prior to conversion into .7245 shares of the Company's common stock.

The acquisition of FineMark was accounted for as a business combination using the purchase method of accounting in accordance with FASB ASC Topic 805, Business Combinations, which requires assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date. The valuation of assets acquired and liabilities assumed has not yet been finalized. The determination of fair value requires management to make estimates related to discount rates, expected future cash flows, market conditions and other future events that are highly subjective in nature and subject to change. Any necessary adjustments from preliminary estimates must be finalized within one year from the closing date of the acquisition. Measurement period adjustments will be recorded in the period in which they are determined, as if they had been completed at the acquisition date. Valuations subject to refinement include, but are not limited to, loans, certain deposits, the core deposit, customer relationship, trade name intangible assets, and certain other assets.

The following table provides the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed from FineMark as of January 1, 2026:

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(In thousands)	Fair Value
Purchase consideration
Fair value of common stock issued	$	519,865
Fair value of equity interest in FineMark held by the Company prior to acquisition	4,614
Cash for fractional shares	8
Fair value of total consideration	$	524,487

Assets
Loans, net of allowance for credit losses on loans	$	2,607,866
Trading securities	541,967
Other investments	27,180
Interest earning deposits with banks	483,821
Cash and due from banks	17,547
Premises and equipment	47,074
Identifiable intangible assets	138,082
Other assets	102,979
Total assets acquired	$	3,966,516

Liabilities
Non-interest bearing deposits	$	425,140
Interest-bearing deposits	2,684,381
Repurchase agreements	63,018
Other borrowings	351,458
Other liabilities	25,298
Total liabilities assumed	$	3,549,295

Preliminary fair value of net assets acquired	$	417,221
Preliminary goodwill	107,266

In connection with the acquisition, the Company recorded preliminary goodwill of $107.3 million, none of which is expected to be deductible for tax purposes. The preliminary goodwill is attributable to expected synergies and other factors to arise from the transaction. Information regarding the allocation of goodwill to the Company’s reportable segments as a result of the acquisition, as well as the carrying amounts and amortization of core deposit and other intangible assets, are provided in Note 5 "Goodwill and Other Intangible Assets" in the Notes to Consolidated Financial Statements.

Loans

Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate and prepayment rate, term, amortization status and current discount rates. Loans were grouped together according to similar characteristics when applying various valuation techniques. The discount rates used for loans were based on current market rates for new originations of comparable loans include adjustments for liquidity. The discount rate does not include a factor for credit losses as that has been included as a reduction to the estimated cash flows. Purchased loans that reflect a more-than-insignificant deterioration of credit from origination are considered purchased credit deteriorated ("PCD"). For PCD loans, the initial estimate of expected credit losses is recognized in the allowance for credit losses on loans on the date of acquisition using the same methodology as other loans held-for-investment. The Company adopted ASU 2025-08 "Financial Instruments - Credit Losses (Topic 326): Purchased Loans" as of January 1, 2026. Accordingly, the initial estimate of expected credit losses recognized in the allowance for credit losses on loans included both PCD and non-PCD loans ("purchased seasoned loans").

The following table includes the fair value and unpaid principal balance of the acquired loans as of January 1, 2026:


(In thousands)	Unpaid principal balance		Premium / (discount)		Loans		Allowance for credit losses		Net loans
Purchased seasoned loans	$	2,351,772	$	(76,873)	$	2,274,899	$	(19,870)	$	2,255,029
PCD loans	368,533		(12,738)		355,795		(2,958)		352,837
Total	$	2,720,305	$	(89,611)	$	2,630,694	$	(22,828)	$	2,607,866

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Investment securities

The investment securities acquired by the Company were classified by the Company as trading securities and were valued utilizing the actual sale prices for those securities, as all were sold promptly after the completion of the acquisition.

Interest earning deposits with banks and Cash and due from banks

The carrying amount of these assets was a reasonable estimate of fair value based on the short-term nature of these assets.

Core deposit intangible asset

Core deposit intangibles represent the value of relationships with deposit clients and the cost savings derived from available core deposits relative to an alternative funding source. The fair value of the core deposit intangible was estimated using a net cost savings method, a variation of the income approach. This approach considers expected client attrition rates, average life and balance inflation, alternative cost of funds, the interest cost and net maintenance cost associated with the client deposit base, and a discount rate used to discount the future economic benefits of the core deposit intangible asset to present value The core deposit intangible asset is being amortized using an accelerated methodology over 12 years based upon the period over which the estimated economic benefits are estimated to be received.

Customer relationship intangible asset

The fair value of the customer relationship intangible asset was determined using an income-based valuation approach, specifically the multi-period excess earnings method. The valuation reflects the present value of expected future cash flows derived from the acquired customer base, after considering expected customer attrition rates, projected earnings, contributory asset charges, and a discount rate reflecting market participant assumptions. The customer relationship intangible asset is being amortized using an accelerated methodology over 12 years based upon the period over which the estimated economic benefits are estimated to be received.

Deposits

The fair value for demand and savings deposits is the amount payable on demand at the acquisition date. The fair value for time deposits was valued using a discounted cash flow calculation that applied interest rates currently being offered to the contractual interest rates on such time deposits.

Other borrowings

The Company assumed FHLB debt of $351.5 million in its acquisition of FineMark and repaid that debt in January 2026. The fair value of FHLB debt assumed was valued using the actual payoff value as provided by the FHLB on January 1, 2026.

The results of FineMark are included in the results of the Company subsequent to January 1, 2026. Transaction costs incurred after the acquisition date totaled $19.1 million as of June 30, 2026, primarily in salaries and employee benefits and professional and other services in the Consolidated Statements of Income. Additional transaction and integration costs will be expensed in future periods as incurred.

The following table presents pro forma combined information as if FineMark had been acquired on January 1, 2025. These results combine the historical results of FineMark into the Company’s consolidated statement of income, and while adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, the results do not necessarily reflect the results of operations that would have occurred had the acquisition taken place on January 1, 2025. Furthermore, cost savings and other business synergies related to the acquisition are not reflected in the pro forma combined amounts.


	Pro Forma Combined Results
	For the Three Months Ended				For the Six Months Ended
(In thousands)	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025
Total revenue *	$	494,200	$	474,251	$	964,444	$	929,949
Net Income	163,961		156,479		314,656		292,169

*Total revenue is comprised of net interest income and non-interest income.

The Company's results for the three and six months ended June 30, 2026 include the operating results of the acquired assets and assumed liabilities of FineMark subsequent to the acquisition on January 1, 2026. Due to the streamlining and integration of the operating activities into those of the Company post-acquisition, historical reporting for the former FineMark operations is impracticable, and thus disclosures of the revenue from the assets acquired and income before taxes are impracticable for the period subsequent to the acquisition.

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3. Loans and Allowance for Credit Losses

Major classifications within the Company’s held for investment loan portfolio at June 30, 2026 and December 31, 2025 are as follows:


(In thousands)	June 30, 2026		December 31, 2025
Commercial:
Business	$	7,115,984	$	6,439,380
Real estate – construction and land	1,493,455		1,438,012
Real estate – business	4,064,253		3,674,567
Personal Banking:
Real estate – personal	4,369,077		3,053,435
Consumer	2,527,448		2,196,822
Revolving home equity	649,332		375,159
Consumer credit card	561,277		589,694
Overdrafts	52,655		4,194
Total loans	$	20,833,481	$	17,771,263

Accrued interest receivable totaled $80.6 million and $74.4 million at June 30, 2026 and December 31, 2025, respectively, and was included within other assets on the consolidated balance sheets. For the three months ended June 30, 2026, the Company wrote-off accrued interest by reversing interest income of $44 thousand and $1.6 million in the Commercial and Personal Banking portfolios. Similarly, for the six months ended June 30, 2026, the Company wrote off accrued interest of $82 thousand and $3.1 million in the Commercial and Personal Banking portfolios. For the three months ended June 30, 2025, the Company reversed $91 thousand and $1.6 million in the Commercial and Personal Banking portfolios, respectively, and in the six months ended June 30, 2025, reversed $203 thousand and $3.3 million in the Commercial and Personal Banking portfolios.

At June 30, 2026, loans of $3.9 billion were pledged at the Federal Home Loan Bank as collateral for borrowings and letters of credit obtained to secure public deposits. Additional loans of $2.6 billion were pledged at the Federal Reserve Bank as collateral for discount window borrowings.

Allowance for credit losses

The allowance for credit losses is measured using an average historical loss model which incorporates relevant information about past events (including historical credit loss experience on loans with similar risk characteristics), current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the loans. The allowance for credit losses is measured on a collective (pool) basis. Loans are aggregated into pools based on similar risk characteristics including borrower type, collateral type and expected credit loss patterns. Loans that do not share similar risk characteristics, primarily large loans on non-accrual status, are evaluated on an individual basis.

For loans evaluated for credit losses on a collective basis, average historical loss rates are calculated for each pool using the Company’s historical net charge-offs (combined charge-offs and recoveries by observable historical reporting period) and outstanding loan balances during a lookback period. Lookback periods can be different based on the individual pool and represent management’s credit expectations for the pool of loans over the remaining contractual life. In certain loan pools, if the Company’s own historical loss rate is not reflective of the loss expectations, the historical loss rate is augmented by industry and peer data. The calculated average net charge-off rate is then adjusted for current conditions and reasonable and supportable forecasts. These adjustments increase or decrease the average historical loss rate to reflect expectations of future losses given a single path economic forecast of key macroeconomic variables including gross domestic product (GDP), disposable income, various interest rates, unemployment rate, consumer price index (CPI) inflation rate, housing price index (HPI), commercial real estate price index (CREPI) and market volatility. The adjustments are based on results from various regression models projecting the impact of the macroeconomic variables to loss rates. The forecast is used for a reasonable and supportable period before reverting back to historical averages using a straight-line method. The forecast-adjusted loss rate is applied to the amortized cost of loans over the remaining contractual lives, adjusted for expected prepayments. The contractual term excludes expected extensions (except for contractual extensions at the option of the customer), renewals and modifications. Credit cards and certain similar consumer lines of credit do not have stated maturities and therefore, for these loan classes, remaining contractual lives are determined by estimating future cash flows expected to be received from customers until payments have been fully allocated to outstanding balances. Additionally, the allowance for credit losses considers other qualitative factors not included in historical loss rates or macroeconomic forecast such as changes in portfolio composition, underwriting practices, or significant unique events or conditions.

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Key assumptions in the Company’s allowance for credit loss model include the economic forecast, the reasonable and supportable period, forecasted macro-economic variables, prepayment assumptions and qualitative factors applied for portfolio composition changes, underwriting practices, or significant unique events or conditions. The assumptions utilized in estimating the Company’s allowance for credit losses at June 30, 2026 and December 31, 2025 are discussed below.


Key Assumption	June 30, 2026	December 31, 2025

Overall economic forecast	•Unemployment remains stable •Inflation remains elevated •Federal funds rate expected to be cut 25 bp in December 2026 and again in March 2027 •Assumes conflict in the Middle East will deescalate in the near term	•Increased GDP due to expected increases in consumer spending •Stable unemployment •Higher rates and volatility are expected to continue
Reasonable and supportable period and related reversion period	•Reasonable and supportable period of one year •Reversion to historical average loss rates within two quarters using a straight-line method	•Reasonable and supportable period of one year •Reversion to historical average loss rates within two quarters using a straight-line method
Forecasted macro-economic variables	•Unemployment rate is 4.3% during the supportable forecast period •Real GDP growth ranges from 1.6% to 2.7% •Housing Price Index from 329.7 to 336.4 •Commercial Real Estate Price Index from 306.0 to 318.2 •CPI inflation rate from 2.2% to 4.1%	•Unemployment rate ranges from 4.3% to 4.5% during the supportable forecast period •Real GDP growth ranges from 2.1% to 2.8% •Housing Price Index from 324.9 to 329.7 •Commercial Real Estate Price Index from 292.5 to 305.6 •CPI inflation rate from 2.1% to 2.6%
Prepayment assumptions	Commercial loans •5% for most loan pools Personal banking loans •Ranging from 9.9% to 25.7% for most loan pools •Consumer credit cards 67.6%	Commercial loans •5% for most loan pools Personal banking loans •Ranging from 8.7% to 24.7% for most loan pools •Consumer credit cards 66.9%
Qualitative factors	Added qualitative factors related to: •Changes in the composition of the loan portfolios •Certain industries experiencing stress or emerging concerns within the portfolio •Loans downgraded to special mention, substandard, or non-accrual status •Auto, other vehicle and other consumer portfolios loss expectation adjustment •Certain portfolios where the model assumptions do not capture all identified loss risk	Added qualitative factors related to: •Changes in the composition of the loan portfolios •Certain industries experiencing stress or emerging concerns within the portfolio •Loans downgraded to special mention, substandard, or non-accrual status •Auto, other vehicle and other consumer portfolios loss expectation adjustment •Certain portfolios where the model assumptions do not capture all identified loss risk

The liability for unfunded lending commitments utilizes the same model as the allowance for credit losses on loans, however, the liability for unfunded lending commitments incorporates an assumption for the portion of unfunded commitments that are expected to be funded.

Sensitivity in the Allowance for Credit Loss model

The allowance for credit losses is an estimate that requires significant judgment including projections of the macro-economic environment. The forecasted macro-economic environment continuously changes which can cause fluctuations in the estimate of expected credit losses.

The current forecast includes projections on inflation, labor market trends, Federal Reserve monetary policy, business growth, and consumer spending. Economic, political, and social developments regionally, nationally, and even globally could significantly modify economic projections used in the estimation of the allowance for credit losses. The forecast assumes the conflict in the Middle East will resolve late summer. If the conflict is prolonged, oil prices might rise causing negative trends in economic growth and inflation indicators.

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Potential changes in any one economic variable may or may not affect the overall allowance because a variety of economic variables and inputs are considered in estimating the allowance, and changes in those variables and inputs may not occur at the same rate, may not be consistent across product types, and may have offsetting impacts to other changing variables and inputs.

A summary of the activity in the allowance for credit losses on loans and the liability for unfunded lending commitments for the three and six months ended June 30, 2026 and 2025, respectively, follows:


	For the Three Months Ended June 30, 2026						For the Six Months Ended June 30, 2026
(In thousands)	Commercial		Personal Banking		Total		Commercial		Personal Banking		Total
ALLOWANCE FOR CREDIT LOSSES ON LOANS
Balance at end of prior period	$	125,237	$	73,368	$	198,605	$	116,865	$	62,603	$	179,468
Initial allowance for credit losses on purchased credit deteriorated loans at acquisition	—		—		—		1,534		1,424		2,958
Initial allowance for credit losses on purchased seasoned loans at acquisition	—		—		—		7,721		12,149		19,870

Provision for credit losses on loans	(1,390)		7,701		6,311		3,373		14,221		17,594
Deductions:
Loans charged off	376		11,682		12,058		6,175		23,100		29,275
Less recoveries on loans	159		2,358		2,517		312		4,448		4,760
Net loan charge-offs (recoveries)	217		9,324		9,541		5,863		18,652		24,515
Balance June 30, 2026	$	123,630	$	71,745	$	195,375	$	123,630	$	71,745	$	195,375
LIABILITY FOR UNFUNDED LENDING COMMITMENTS
Balance at end of prior period	$	16,566	$	1,133	$	17,699	$	16,539	$	1,121	$	17,660
Initial allowance for credit loss at acquisition	—		—		—		362		—		362

Provision for credit losses on unfunded lending commitments	2,442		(22)		2,420		2,107		(10)		2,097
Balance June 30, 2026	$	19,008	$	1,111	$	20,119	$	19,008	$	1,111	$	20,119
ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS	$	142,638	$	72,856	$	215,494	$	142,638	$	72,856	$	215,494


	For the Three Months Ended June 30, 2025						For the Six Months Ended June 30, 2025
(In thousands)	Commercial		Personal Banking		Total		Commercial		Personal Banking		Total
ALLOWANCE FOR CREDIT LOSSES ON LOANS


Balance at beginning of period	$	106,700	$	60,331	$	167,031	$	106,769	$	55,973	$	162,742
Provision for credit losses on loans	185		7,734		7,919		539		22,475		23,014
Deductions:
Loans charged off	495		11,530		12,025		1,221		24,097		25,318
Less recoveries on loans	464		1,871		2,335		767		4,055		4,822
Net loan charge-offs (recoveries)	31		9,659		9,690		454		20,042		20,496
Balance June 30, 2025	$	106,854	$	58,406	$	165,260	$	106,854	$	58,406	$	165,260
LIABILITY FOR UNFUNDED LENDING COMMITMENTS


Balance at beginning of period	$	17,047	$	1,280	$	18,327	$	17,887	$	1,048	$	18,935
Provision for credit losses on unfunded lending commitments	(2,276)		(46)		(2,322)		(3,116)		186		(2,930)
Balance June 30, 2025	$	14,771	$	1,234	$	16,005	$	14,771	$	1,234	$	16,005
ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS	$	121,625	$	59,640	$	181,265	$	121,625	$	59,640	$	181,265

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Delinquent and non-accrual loans

The Company considers loans past due on the day following the contractual repayment date, if the contractual repayment was not received by the Company as of the end of the business day. The following table provides aging information on the Company’s past due and accruing loans, in addition to the balances of loans on non-accrual status, at June 30, 2026 and December 31, 2025.


(In thousands)	Current or Less Than 30 Days Past Due		30 – 89 Days Past Due		90 Days Past Due and Still Accruing		Non-accrual		Total
June 30, 2026
Commercial:
Business	$	7,110,497	$	4,437	$	958	$	92	$	7,115,984
Real estate – construction and land	1,493,277		—		178		—		1,493,455
Real estate – business	4,039,565		14,905		418		9,365		4,064,253
Personal Banking:
Real estate – personal	4,350,290		6,417		10,242		2,128		4,369,077
Consumer	2,498,563		25,678		3,207		—		2,527,448
Revolving home equity	647,275		983		1,041		33		649,332
Consumer credit card	546,617		7,001		7,659		—		561,277
Overdrafts	52,371		284		—		—		52,655
Total	$	20,738,455	$	59,705	$	23,703	$	11,618	$	20,833,481
December 31, 2025
Commercial:
Business	$	6,437,476	$	1,241	$	540	$	123	$	6,439,380
Real estate – construction and land	1,437,727		285		—		—		1,438,012
Real estate – business	3,636,517		23,265		—		14,785		3,674,567
Personal Banking:
Real estate – personal	3,021,212		19,450		11,931		842		3,053,435
Consumer	2,165,109		28,269		3,444		—		2,196,822
Revolving home equity	373,245		1,493		421		—		375,159
Consumer credit card	573,698		7,673		8,323		—		589,694
Overdrafts	3,787		407		—		—		4,194
Total	$	17,648,771	$	82,083	$	24,659	$	15,750	$	17,771,263

At June 30, 2026, the Company had $9.1 million non-accrual loans that had no allowance for credit loss, compared to no non-accrual loans that had no allowance for credit loss at December 31, 2025. The Company did not record any interest income on non-accrual loans during the six months ended June 30, 2026 and 2025, respectively.

Credit quality indicators

The following table provides information about the credit quality of the Commercial loan portfolio. The Company utilizes an internal risk rating system comprised of a series of grades to categorize loans according to perceived risk associated with the expectation of debt repayment based on borrower specific information including, but not limited to, current financial information, historical payment experience, industry information, collateral levels and collateral types. The “pass” category consists of a range of loan grades that reflect increasing, though still acceptable, risk. A loan is assigned the risk rating at origination and then monitored throughout the contractual term for possible risk rating changes. Movement of risk through the various grade levels in the “pass” category is monitored for early identification of credit deterioration. The “special mention” rating is applied to loans where the borrower exhibits negative financial trends due to borrower specific or systemic conditions that, if left uncorrected, threaten its capacity to meet its debt obligations. The borrower is believed to have sufficient financial flexibility to react to and resolve its negative financial situation. It is a transitional grade that is closely monitored for improvement or deterioration. The “substandard” rating is applied to loans where the borrower exhibits well-defined weaknesses that jeopardize its continued performance and are of a severity that the distinct possibility of default exists. Loans are placed on “non-accrual” when management does not expect to collect payments consistent with acceptable and agreed upon terms of repayment.

All loans are analyzed for risk rating updates annually. For larger loans, rating assessments may be more frequent if relevant information is obtained earlier through debt covenant monitoring or overall relationship management. Smaller loans

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are monitored as identified by the loan officer based on the risk profile of the individual borrower or if the loan becomes past due related to credit issues. Loans rated special mention, substandard or non-accrual are subject to quarterly review and monitoring processes. In addition to the regular monitoring performed by the lending personnel and credit committees, loans are subject to review by a credit review department which verifies the appropriateness of the risk ratings for the loans chosen as part of its risk-based review plan.

The risk category of loans in the Commercial portfolio as of June 30, 2026 and December 31, 2025 are as follows:


	Term Loans Amortized Cost Basis by Origination Year
(In thousands)	2026		2025		2024		2023		2022		Prior		Revolving Loans Amortized Cost Basis		Total
June 30, 2026
Business
Risk Rating:
Pass	$	1,132,958	$	1,420,625	$	643,927	$	437,560	$	354,488	$	480,520	$	2,435,834	$	6,905,912
Special mention	49		9,394		11,638		535		385		400		21,211		43,612
Substandard	377		35,897		6,445		2,942		6,024		2,357		112,326		166,368
Non-accrual	—		—		44		47		—		1		—		92
Total Business:	$	1,133,384	$	1,465,916	$	662,054	$	441,084	$	360,897	$	483,278	$	2,569,371	$	7,115,984
Gross write-offs for the six months ended June 30, 2026	$	—	$	—	$	—	$	74	$	54	$	24	$	607	$	759
Real estate-construction
Risk Rating:
Pass	$	193,072	$	469,016	$	316,468	$	252,234	$	118,015	$	5,868	$	24,150	$	1,378,823
Special mention	551		435		16,607		55,838		—		—		—		73,431
Substandard	—		13,068		—		2,216		25,917		—		—		41,201

Total Real estate-construction:	$	193,623	$	482,519	$	333,075	$	310,288	$	143,932	$	5,868	$	24,150	$	1,493,455
Gross write-offs for the six months ended June 30, 2026	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Real estate-business
Risk Rating:
Pass	$	746,761	$	1,124,110	$	381,657	$	303,113	$	507,724	$	662,912	$	163,379	$	3,889,656
Special mention	—		19,999		9,857		1,386		25,379		236		1,563		58,420
Substandard	—		2,520		969		8,550		36,079		52,151		6,543		106,812
Non-accrual	—		—		—		—		124		9,241		—		9,365
Total Real estate-business:	$	746,761	$	1,146,629	$	392,483	$	313,049	$	569,306	$	724,540	$	171,485	$	4,064,253
Gross write-offs for the six months ended June 30, 2026	$	—	$	—	$	—	$	—	$	—	$	5,416	$	—	$	5,416
Commercial loans
Risk Rating:
Pass	$	2,072,791	$	3,013,751	$	1,342,052	$	992,907	$	980,227	$	1,149,300	$	2,623,363	$	12,174,391
Special mention	600		29,828		38,102		57,759		25,764		636		22,774		175,463
Substandard	377		51,485		7,414		13,708		68,020		54,508		118,869		314,381
Non-accrual	—		—		44		47		124		9,242		—		9,457
Total Commercial loans:	$	2,073,768	$	3,095,064	$	1,387,612	$	1,064,421	$	1,074,135	$	1,213,686	$	2,765,006	$	12,673,692
Gross write-offs for the six months ended June 30, 2026	$	—	$	—	$	—	$	74	$	54	$	5,440	$	607	$	6,175

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	Term Loans Amortized Cost Basis by Origination Year
(In thousands)	2025		2024		2023		2022		2021		Prior		Revolving Loans Amortized Cost Basis		Total
December 31, 2025
Business
Risk Rating:
Pass	$	1,704,299	$	847,973	$	568,361	$	416,732	$	252,398	$	336,662	$	2,129,247	$	6,255,672
Special mention	13,410		4,149		2,661		1,536		893		1,375		47,568		71,592
Substandard	96		619		4,713		15,957		4,016		519		86,073		111,993
Non-accrual	—		49		32		42		—		—		—		123
Total Business:	$	1,717,805	$	852,790	$	575,767	$	434,267	$	257,307	$	338,556	$	2,262,888	$	6,439,380
Gross write-offs for the year ended December 31, 2025	$	—	$	389	$	116	$	165	$	2	$	10	$	1,423	$	2,105
Real estate-construction
Risk Rating:
Pass	$	450,046	$	283,778	$	379,456	$	239,314	$	3,857	$	2,860	$	18,109	$	1,377,420
Special mention	14,104		—		—		—		—		—		—		14,104
Substandard	—		—		2,365		25,875		18,248		—		—		46,488

Total Real estate-construction:	$	464,150	$	283,778	$	381,821	$	265,189	$	22,105	$	2,860	$	18,109	$	1,438,012
Gross write-offs for the year ended December 31, 2025	$	—	$	40	$	—	$	—	$	—	$	—	$	—	$	40
Real estate- business
Risk Rating:
Pass	$	1,334,661	$	426,130	$	309,409	$	462,953	$	359,933	$	389,275	$	166,209	$	3,448,570
Special mention	58,905		27,423		3,572		12,221		965		1,965		31		105,082
Substandard	—		1,884		6,646		26,960		13,423		50,821		6,396		106,130
Non-accrual	—		—		—		124		153		14,508		—		14,785
Total Real-estate business:	$	1,393,566	$	455,437	$	319,627	$	502,258	$	374,474	$	456,569	$	172,636	$	3,674,567
Gross write-offs for the year ended December 31, 2025	$	—	$	—	$	400	$	—	$	—	$	—	$	—	$	400
Commercial loans
Risk Rating:
Pass	$	3,489,006	$	1,557,881	$	1,257,226	$	1,118,999	$	616,188	$	728,797	$	2,313,565	$	11,081,662
Special mention	86,419		31,572		6,233		13,757		1,858		3,340		47,599		190,778
Substandard	96		2,503		13,724		68,792		35,687		51,340		92,469		264,611
Non-accrual	—		49		32		166		153		14,508		—		14,908
Total Commercial loans:	$	3,575,521	$	1,592,005	$	1,277,215	$	1,201,714	$	653,886	$	797,985	$	2,453,633	$	11,551,959
Gross write-offs for the year ended December 31, 2025	$	—	$	429	$	516	$	165	$	2	$	10	$	1,423	$	2,545

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The credit quality of Personal Banking loans is monitored primarily on the basis of aging/delinquency, and this information is provided as of June 30, 2026 and December 31, 2025 below.


	Term Loans Amortized Cost Basis by Origination Year
(In thousands)	2026		2025		2024		2023		2022		Prior		Revolving Loans Amortized Cost Basis		Total
June 30, 2026
Real estate-personal
Current to 90 days past due	$	292,599	$	602,356	$	404,876	$	436,604	$	588,656	$	2,020,798	$	10,818	$	4,356,707
Over 90 days past due	—		226		1,136		1,598		2,439		4,843		—		10,242
Non-accrual	—		—		2		—		—		2,126		—		2,128
Total Real estate-personal:	$	292,599	$	602,582	$	406,014	$	438,202	$	591,095	$	2,027,767	$	10,818	$	4,369,077
Gross write-offs for the six months ended June 30, 2026	$	—	$	—	$	40	$	73	$	101	$	7	$	—	$	221
Consumer
Current to 90 days past due	$	294,230	$	446,441	$	186,078	$	186,377	$	108,257	$	123,087	$	1,179,771	$	2,524,241
Over 90 days past due	—		192		291		258		93		183		2,190		3,207

Total Consumer:	$	294,230	$	446,633	$	186,369	$	186,635	$	108,350	$	123,270	$	1,181,961	$	2,527,448
Gross write-offs for the six months ended June 30, 2026	$	15	$	825	$	1,344	$	1,049	$	457	$	254	$	1,051	$	4,995
Revolving home equity
Current to 90 days past due	$	—	$	—	$	—	$	—	$	—	$	—	$	648,258	$	648,258
Over 90 days past due	—		—		—		—		—		—		1,041		1,041
Non-accrual	—		—		—		—		—		—		33		$	33
Total Revolving home equity:	$	—	$	—	$	—	$	—	$	—	$	—	$	649,332	$	649,332
Gross write-offs for the six months ended June 30, 2026	$	—	$	—	$	—	$	—	$	—	$	—	$	90	$	90
Consumer credit card
Current to 90 days past due	$	—	$	—	$	—	$	—	$	—	$	—	$	553,618	$	553,618
Over 90 days past due	—		—		—		—		—		—		7,659		7,659

Total Consumer credit card:	$	—	$	—	$	—	$	—	$	—	$	—	$	561,277	$	561,277
Gross write-offs for the six months ended June 30, 2026	$	—	$	—	$	—	$	—	$	—	$	—	$	16,564	$	16,564
Overdrafts
Current to 90 days past due	$	52,655	$	—	$	—	$	—	$	—	$	—	$	—	$	52,655


Total Overdrafts:	$	52,655	$	—	$	—	$	—	$	—	$	—	$	—	$	52,655
Gross write-offs for the six months ended June 30, 2026	$	1,230	$	—	$	—	$	—	$	—	$	—	$	—	$	1,230
Personal banking loans
Current to 90 days past due	$	639,484	$	1,048,797	$	590,954	$	622,981	$	696,913	$	2,143,885	$	2,392,465	$	8,135,479
Over 90 days past due	—		418		1,427		1,856		2,532		5,026		10,890		22,149
Non-accrual	—		—		2		—		—		2,126		33		2,161
Total Personal banking loans:	$	639,484	$	1,049,215	$	592,383	$	624,837	$	699,445	$	2,151,037	$	2,403,388	$	8,159,789
Gross write-offs for the six months ended June 30, 2026	$	1,245	$	825	$	1,384	$	1,122	$	558	$	261	$	17,705	$	23,100

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	Term Loans Amortized Cost Basis by Origination Year
(In thousands)	2025		2024		2023		2022		2021		Prior		Revolving Loans Amortized Cost Basis		Total
December 31, 2025
Real estate-personal
Current to 90 days past due	$	386,816	$	312,902	$	335,950	$	360,793	$	438,586	$	1,196,850	$	8,765	$	3,040,662
Over 90 days past due	—		570		1,581		3,581		1,820		4,379		—		11,931
Non-accrual	—		—		—		—		102		740		—		842
Total Real estate-personal:	$	386,816	$	313,472	$	337,531	$	364,374	$	440,508	$	1,201,969	$	8,765	$	3,053,435
Gross write-offs for the year ended December 31, 2025	$	—	$	47	$	65	$	416	$	48	$	29	$	—	$	605
Consumer
Current to 90 days past due	$	520,170	$	242,791	$	237,779	$	132,942	$	93,343	$	62,726	$	903,627	$	2,193,378
Over 90 days past due	187		387		406		276		117		195		1,876		3,444

Total Consumer:	$	520,357	$	243,178	$	238,185	$	133,218	$	93,460	$	62,921	$	905,503	$	2,196,822
Gross write-offs for the year ended December 31, 2025	$	894	$	3,862	$	2,948	$	1,705	$	720	$	359	$	2,032	$	12,520
Revolving home equity
Current to 90 days past due	$	—	$	—	$	—	$	—	$	—	$	—	$	374,738	$	374,738
Over 90 days past due	—		—		—		—		—		—		421		421

Total Revolving home equity:	$	—	$	—	$	—	$	—	$	—	$	—	$	375,159	$	375,159
Gross write-offs for the year ended December 31, 2025	$	—	$	—	$	—	$	—	$	—	$	—	$	15	$	15
Consumer credit card
Current to 90 days past due	$	—	$	—	$	—	$	—	$	—	$	—	$	581,371	$	581,371
Over 90 days past due	—		—		—		—		—		—		8,323		8,323

Total Consumer credit card:	$	—	$	—	$	—	$	—	$	—	$	—	$	589,694	$	589,694
Gross write-offs for the year ended December 31, 2025	$	—	$	—	$	—	$	—	$	—	$	—	$	31,833	$	31,833
Overdrafts
Current to 90 days past due	$	4,194	$	—	$	—	$	—	$	—	$	—	$	—	$	4,194


Total Overdrafts:	$	4,194	$	—	$	—	$	—	$	—	$	—	$	—	$	4,194
Gross write-offs for the year ended December 31, 2025	$	2,522	$	—	$	—	$	—	$	—	$	—	$	—	$	2,522
Personal banking loans
Current to 90 days past due	$	911,180	$	555,693	$	573,729	$	493,735	$	531,929	$	1,259,576	$	1,868,501	$	6,194,343
Over 90 days past due	187		957		1,987		3,857		1,937		4,574		10,620		24,119
Non-accrual	—		—		—		—		102		740		—		842
Total Personal banking loans:	$	911,367	$	556,650	$	575,716	$	497,592	$	533,968	$	1,264,890	$	1,879,121	$	6,219,304
Gross write-offs for the year ended December 31, 2025	$	3,416	$	3,909	$	3,013	$	2,121	$	768	$	388	$	33,880	$	47,495

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Collateral-dependent loans

The Company's collateral-dependent loans are comprised of large loans on non-accrual status. The Company requires that collateral-dependent loans are either over-collateralized or carry collateral equal to the amortized cost of the loan. The following table presents the amortized cost basis of collateral-dependent loans as of June 30, 2026 and December 31, 2025.


(In thousands)	Real Estate		Total
June 30, 2026
Commercial:


Real estate - business	$	9,092	$	9,092






Total	$	9,092	$	9,092
December 31, 2025
Commercial:


Real estate - business	$	14,508	$	14,508






Total	$	14,508	$	14,508

Modifications for borrowers experiencing financial difficulty

The Company's modifications of loans to borrowers experiencing financial difficulty are generally in the form of term extensions, repayment plans, payment deferrals, forbearance agreements, interest rate reductions, forgiveness of interest and/or fees, or any combination thereof. Commercial loans modified to borrowers experiencing financial difficulty are primarily loans that are substandard or non-accrual, where the maturity date was extended. Modifications on personal real estate loans are primarily those placed on forbearance plans, repayment plans, or deferral plans where monthly payments are suspended for a period of time or past due amounts are paid off over a certain period of time in the future or set up as a balloon payment at maturity. Modifications to certain credit card and other small consumer loans are often modified under debt counseling programs that can reduce the contractual rate or, in certain instances, forgive certain fees and interest charges. Other consumer loans modified to borrowers experiencing financial difficulty consist of various other workout arrangements with consumer customers.

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The following tables present the amortized cost at June 30, 2026 of loans that were modified during the three and six months ended June 30, 2026 and the amortized cost at June 30, 2025 of loans that were modified during the three and six months ended June 30, 2025.


	For the Three Months Ended June 30, 2026
(Dollars in thousands)	Term Extension		Payment Delay		Interest Rate Reduction		Total		% of Total Loan Category
June 30, 2026
Commercial:
Business	$	34,914	$	—	$	—	$	34,914	0.5	%
Real estate – construction and land	13,068		—		—		13,068		0.9
Real estate – business	5,781		—		—		5,781		0.1
Personal Banking:
Real estate – personal	—		502		—		502		—
Consumer	—		16		33		49		—

Consumer credit card	—		—		795		795		0.1

Total	$	53,763	$	518	$	828	$	55,109	0.3	%

	For the Six Months Ended June 30, 2026
June 30, 2026
Commercial:
Business	$	86,348	$	—	$	—	$	86,348	1.2	%
Real estate – construction and land	15,284		—		—		15,284		1.0
Real estate – business	6,310		—		—		6,310		0.2
Personal Banking:
Real estate – personal	—		1,300		—		1,300		—
Consumer	—		16		48		64		—

Consumer credit card	—		—		1,565		1,565		0.3

Total	$	107,942	$	1,316	$	1,613	$	110,871	0.5	%


	For the Three Months Ended June 30, 2025
(Dollars in thousands)	Term Extension		Payment Delay		Interest Rate Reduction		Total		% of Total Loan Category
June 30, 2025
Commercial:
Business	$	35,461	$	—	$	—	$	35,461	0.6	%

Real estate – business	1,122		—		—		1,122		—
Personal Banking:
Real estate – personal	—		3,633		—		3,633		0.1
Consumer	—		37		8		45		—

Consumer credit card	—		—		932		932		0.2

Total	$	36,583	$	3,670	$	940	$	41,193	0.2	%

	For the Six Months Ended June 30, 2025
June 30, 2025
Commercial:
Business	$	52,075	$	—	$	—	$	52,075	0.8	%

Real estate – business	77,440		—		—		77,440		2.1
Personal Banking:
Real estate – personal	—		6,810		—		6,810		0.2
Consumer	—		37		68		105		—

Consumer credit card	—		—		1,696		1,696		0.3

Total	$	129,515	$	6,847	$	1,764	$	138,126	0.8	%

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The estimate of lifetime expected losses utilized in the allowance for credit losses model is developed using average historical experience on loans with similar risk characteristics, which includes losses from modifications of loans to borrowers experiencing financial difficulty. As a result, a change to the allowance for credit losses is generally not recorded upon modification. For modifications to loans made to borrowers experiencing financial difficulty that are placed on non-accrual status, the Company determines the allowance for credit losses on an individual evaluation, using the same process that it utilizes for other loans on non-accrual status. Modifications made to commercial loans which are not on non-accrual status for borrowers experiencing financial difficulty are collectively evaluated based on internal risk rating, loan type, delinquency, historical experience, and current economic factors. Modifications made to borrowers experiencing financial difficulty for personal banking loans which are not on non-accrual status are collectively evaluated based on loan type, delinquency, historical experience, and current economic factors.

If a loan to a borrower experiencing financial difficulty is modified and subsequently deemed uncollectible, the allowance for credit losses continues to be based on individual evaluation, if that loan is already on non-accrual status. For those loans, the allowance for credit losses is estimated using discounted expected cash flows or the fair value of collateral. If an accruing loan made to a borrower experiencing financial difficulty is modified and subsequently deemed uncollectible, the loan's risk rating is downgraded to non-accrual status and the loan's related allowance for credit losses is determined based on individual evaluation, or if necessary, the loan is charged off and collection efforts begin.

The following tables summarize the financial impact of loan modifications and payment deferrals during the three and six months ended June 30, 2026 and June 30, 2025.


	Term Extension
	Three Months Ended June 30, 2026	Three Months Ended June 30, 2025
Commercial:
Business	Extended maturity by a weighted average of 8 months.	Extended maturity by a weighted average of 2 months.
Real estate – construction and land	Extended maturity by 6 months.	---
Real estate – business	Extended maturity by a weighted average of 25 months.	Extended maturity by a weighted average of 12 months.







	Six Months Ended June 30, 2026	Six Months Ended June 30, 2025
Commercial:
Business	Extended maturity by a weighted average of 10 months.	Extended maturity by a weighted average of 7 months.
Real estate – construction and land	Extended maturity by a weighted average of 7 months.	---
Real estate – business	Extended maturity by a weighted average of 24 months.	Extended maturity by a weighted average of 18 months.


	Payment Delay
	Three Months Ended June 30, 2026	Three Months Ended June 30, 2025




Personal Banking:
Real estate – personal	Deferred certain payments by a weighted average of 26 years.	Deferred certain payments by a weighted average of 22 years.
Consumer	Deferred certain payments by a weighted average of 5 years.	Deferred certain payments by a weighted average of 8 years.



	Six Months Ended June 30, 2026	Six Months Ended June 30, 2025




Personal Banking:
Real estate – personal	Deferred certain payments by a weighted average of 26 years.	Deferred certain payments by a weighted average of 23 years.
Consumer	Deferred certain payments by a weighted average of 5 years.	Deferred certain payments by a weighted average of 8 years.

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	Interest Rate Reduction
	Three Months Ended June 30, 2026	Three Months Ended June 30, 2025




Personal Banking:

Consumer	Reduced contractual interest rate from average 21% to 6%.	Reduced contractual interest rate from average 22% to 6%.

Consumer credit card	Reduced contractual interest rate from average 21% to 6%.	Reduced contractual interest rate from average 22% to 6%.


	Six Months Ended June 30, 2026	Six Months Ended June 30, 2025




Personal Banking:

Consumer	Reduced contractual interest rate from average 21% to 6%.	Reduced contractual interest rate from average 22% to 6%.

Consumer credit card	Reduced contractual interest rate from average 21% to 6%.	Reduced contractual interest rate from average 22% to 6%.

The Company had commitments of $29.8 million and $11.4 million at June 30, 2026 and December 31, 2025, respectively, to lend additional funds to borrowers experiencing financial difficulty and for whom the Company has modified the terms of loans in the form of an interest rate reduction; an other-than-insignificant payment delay; forgiveness of principal, interest, or fees; or a term extension during the current reporting period.

The following tables provide the amortized cost basis at June 30, 2026 of loans to borrowers experiencing financial difficulty that had a payment default during the three and six months ended June 30, 2026 and were modified within the 12 months preceding the payment default, as well as the amortized cost basis at June 30, 2025 of loans to borrowers experiencing financial difficulty that had a payment default during the three and six months ended June 30, 2025 and had been modified within the 12 months preceding the payment default. For purposes of this disclosure, the Company considers "default" to mean 90 days or more past due as to interest or principal.


	For the Three Months Ended June 30, 2026										For the Six Months Ended June 30, 2026
(Dollars in thousands)	Term Extension		Payment Delay		Interest Rate Reduction		Interest/Fees Forgiven		Total			Term Extension		Payment Delay		Interest Rate Reduction		Interest/Fees Forgiven		Total
June 30, 2026
Commercial:


Real estate – business	9,092		—		—		—		9,092			$	9,092	$	—	$	—	$	—	$	9,092
Personal Banking:
Real estate – personal	—		316		—		—		316			—		316		—		—		316
Consumer	—		—		23		—		23			—		—		26		—		26

Consumer credit card	—		—		236		—		236			—		—		419		—		419

Total	$	9,092	$	316	$	259	$	—	$	9,667		$	9,092	$	316	$	445	$	—	$	9,853

	For the Three Months Ended June 30, 2025										For the Six Months Ended June 30, 2025
(Dollars in thousands)	Term Extension		Payment Delay		Interest Rate Reduction		Interest/Fees Forgiven		Total			Term Extension		Payment Delay		Interest Rate Reduction		Interest/Fees Forgiven		Total
June 30, 2025
Commercial:
Business	$	44	$	—	$	—	$	—	$	44		$	44	$	—	$	—	$	—	$	44

Real estate – business	14,792		—		—		—		14,792			$	14,792	$	—	$	—	$	—	$	14,792
Personal Banking:
Real estate – personal	$	—	$	1,822	$	—	$	—	$	1,822		—		2,836		—		—		2,836
Consumer	—		—		7		—		7			—		—		32		—		32

Consumer credit card	—		—		248		—		248			—		—		322		—		322

Total	$	14,836	$	1,822	$	255	$	—	$	16,913		$	14,836	$	2,836	$	354	$	—	$	18,026

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The following tables present the amortized cost basis at June 30, 2026 of loans to borrowers experiencing financial difficulty that had been modified within the previous 12 months as well as the amortized cost basis at June 30, 2025 of loans to borrowers experiencing financial difficulty that had been modified within the 12 months preceding June 30, 2025.


(In thousands)	Current		30-89 Days Past Due		90 Days Past Due		Total
June 30, 2026
Commercial:
Business	$	86,950	$	—	$	—	$	86,950
Real estate – construction and land	15,284		—		—		15,284
Real estate – business	6,310		—		9,092		15,402
Personal Banking:
Real estate – personal	4,093		338		316		4,747
Consumer	116		—		23		139

Consumer credit card	2,350		362		236		2,948

Total	$	115,103	$	700	$	9,667	$	125,470


(In thousands)	Current		30-89 Days Past Due		90 Days Past Due		Total
June 30, 2025
Commercial:
Business	$	81,600	$	—	$	45	$	81,645

Real estate – business	108,690		—		14,632		123,322
Personal Banking:
Real estate – personal	9,498		1,117		1,822		12,437
Consumer	138		723		7		868

Consumer credit card	2,447		233		248		2,928

Total	$	202,373	$	2,073	$	16,754	$	221,200

Loans held for sale

The Company designates certain long-term fixed rate personal real estate loans as held for sale, and the Company has elected the fair value option for these loans. The election of the fair value option aligns the accounting for these loans with the related economic hedges discussed in Note 12. The loans are primarily sold to Federal Home Loan Mortgage Corporation (FHLMC) and Federal National Mortgage Association (FNMA). At June 30, 2026, the fair value of these loans was $3.4 million, and the unpaid principal balance was $3.3 million.

At June 30, 2026, none of the loans held for sale were on non-accrual status or 90 days past due and still accruing interest.

Foreclosed real estate/repossessed assets

The Company’s holdings of foreclosed real estate totaled $1.2 million and $1.2 million at June 30, 2026 and December 31, 2025, respectively, and included in those amounts were $1.2 million and $1.0 million at June 30, 2026 and December 31, 2025, respectively, of foreclosed residential real estate properties held as a result of obtaining physical possession. Personal property acquired in repossession, generally autos, totaled $1.8 million and $2.3 million at June 30, 2026 and December 31, 2025. Upon acquisition, these assets are recorded at fair value less estimated selling costs at the date of foreclosure, establishing a new cost basis. They are subsequently carried at the lower of this cost basis or fair value less estimated selling costs.

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4. Investment Securities

Investment securities consisted of the following at June 30, 2026 and December 31, 2025.


(In thousands)	June 30, 2026		December 31, 2025
Available for sale debt securities	$	8,322,634	$	9,095,513
Trading debt securities	57,651		40,080
Equity securities:
Readily determinable fair value	33,195		47,551
No readily determinable fair value	81,529		9,803
Other:
Federal Reserve Bank stock	51,605		35,918
Federal Home Loan Bank stock	10,099		10,198

Private equity investments	181,033		184,343
Total investment securities (1)	$	8,737,746	$	9,423,406

(1)Accrued interest receivable totaled $40.0 million and $42.0 million at June 30, 2026 and December 31, 2025, respectively, and was included within other assets on the consolidated balance sheets.

Most of the Company’s investment securities are classified as available for sale debt securities, and this portfolio is discussed in more detail below. The Company’s equity securities are also discussed below. Other investment securities include Federal Reserve Bank (FRB) stock, Federal Home Loan Bank (FHLB) stock, and investments in portfolio concerns held by the Company’s private equity subsidiary. FRB stock and FHLB stock are held for liquidity management and regulatory purposes. Investment in FRB stock is based on the capital structure of the investing bank, and investment in FHLB stock is tied to the asset size of the borrowing bank and the level of borrowings from the FHLB. These holdings are carried at cost. The Company’s private equity investments are carried at estimated fair value.

Equity Securities

The Company’s equity securities portfolio includes mutual funds and common stock with readily determinable fair values as well as equity securities with no readily determinable fair value. The Company has elected to measure equity securities with no readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes for the identical or similar investment of the same issuer. At December 31, 2025, this portfolio included the Company’s 411,723 shares of Visa Inc. (“Visa”) Class B-2 common stock, which were held by Commerce Bancshares, Inc. and were acquired by participating in a public exchange offer by Visa in 2024 (2024 Exchange Offer). At December 31, 2025, the Company’s Visa Class B-2 shares were carried at cost, which is $0, as the Company elected the measurement alternative approach for these shares and there had not been observable price changes in orderly transactions for identical or similar investments of the same issuer for the Visa Class B-2 shares held by the Company.

On April 13, 2026, Visa, Inc. announced the commencement of a public offering to permit the exchange Class B-2 common stock for a combination of shares of Class B-3 common stock and Class C common stock (“2026 Exchange Offer”). The Company tendered all of its Visa Class B-2 shares. On May 8, 2026, the Exchange Offer closed, and in exchange for its 411,723 shares of Visa Class B-2 common stock, the Company received 205,861 shares of Visa Class B-3 common stock (which will be convertible under certain circumstances, as further described below, into Visa’s publicly traded Class A common stock at an initial rate of 1.5075 share of Class A common stock for each share of Class B-3 common stock, subject to adjustment) and 77,584 shares of Visa Class C common stock each of which will automatically convert into four shares of Visa’s Class A common stock (subject to future adjustments for any stock splits, recapitalizations or similar transactions) upon any transfer to a person other than a Visa member or an affiliate of a Visa member. A full description of the terms of the 2026 Exchange Offer is set forth in Visa’s related Issuer Tender Offer Statement on Schedule TO and Prospectus, each dated April 13, 2026, publicly filed with the U. S. Securities and Exchange Commission.

As a condition of participating in the 2024 Exchange Offer, the Company entered into a Makewhole Agreement (2024 Makewhole Agreement) with Visa that provides for cash payments to Visa to the extent (if any) that future adjustments to the conversion ratio for the Visa Class B-2 common stock to Class A common stock cause such ratio to fall below zero. Changes to the conversion ratio occur when Visa deposits funds to a litigation escrow established by Visa to pay settlements for certain covered litigation that pre-dated Visa’s initial public offering, for which Visa had been effectively indemnified by Visa USA members through reductions to the conversion ratio for its Class B-1 common stock. The purpose of the 2024 Makewhole Agreement was to preserve the economic benefit of these adjustments to the Class B-1 conversion ratio for the benefit of Visa’s Class A and Class C common stockholders following the exchange. As further described in Visa’s related Issuer Tender Offer Statement on Schedule TO and Prospectus, each dated April 8, 2024, publicly filed with the U. S. Securities and Exchange

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Commission, both the Makewhole Agreement and the related escrow fund and transfer restrictions on Visa’s Class B-1 and Class B-2 common stock will terminate whenever the covered litigation is ultimately resolved, at which future date outstanding shares of Visa Class B-2 common stock will be convertible into shares of its Class A common stock at the then-applicable conversion ratio. In order to continue preserving the economic benefit of those same adjustments for Visa's Class A and Class C common stockholders in relation to the Class B-2 and Class B-3 conversion ratios following the 2026 Exchange Offer, and as a condition of participating in the 2026 Exchange Offer, the Company entered into a Makewhole Agreement (2026 Makewhole Agreement) with Visa that provides for similar cash payments to Visa under the same circumstances as described above for the 2024 Makewhole Agreement. As further described in Visa’s related Issuer Tender Offer Statement on Schedule TO and Prospectus, each dated April 13, 2026, publicly filed with the U. S. Securities and Exchange Commission, both the 2026 Makewhole Agreement and the related escrow fund and transfer restrictions on Visa’s Class B-2 common stock and the new Class B-3 common stock will terminate whenever the covered litigation is ultimately resolved, at which future date outstanding shares of Visa Class B-3 common stock will be convertible into shares of its Class A common stock at the then-applicable conversion ratio. The 2026 Makewhole Agreement also includes limited transfer restrictions, such that the Company may only transfer up to one-third of the shares of Visa Class C common stock received in the exchange within the first 45 days following the 2026 Exchange Offer acceptance date, and may only transfer up to two-thirds of the Class C common stock received within the first 90 days following the 2026 Exchange Offer acceptance date.

As a result of the exchange, the Company elected the measurement alternative approach for its Visa Class C common stock and marked the stock to fair value, recording a gain based on the conversion privilege of the Visa Class C common stock and the closing price of Visa Class A common stock. During the second quarter of 2026, the Company sold 103 thousand shares of Visa Class A common stock at an average price of $333.11, resulting in proceeds of $34.5 million. The Company’s remaining 52 thousand Visa Class C shares had a fair value of $71.0 million at June 30, 2026, and are subject to limited transfer restrictions that end no later than August 2026. These Visa Class C shares are expected to continue to be marked to fair value on a recurring basis using the Visa Class A shares as evidence of orderly transactions between market participants for similar securities issued by Visa. Additionally, because the Company elected the measurement alternative approach for its Visa Class B-3 common stock, these shares will continue to be carried at cost ($0) unless there are observable price changes in orderly transactions for identical or similar investments of the same issuer for the Visa Class B-3 shares held by the Company.

Changes in equity investments with no readily determinable fair value for each period were as follows:


	Three Months Ended June 30		Six Months Ended June 30
(In thousands)	2026			2026
Balance at beginning of period	$	10,000		$	9,803
Additions	1,350			1,350
Observable upward price adjustments	114,063			114,260
Observable downward price adjustments	—			—
Impairment charges	—			—
Sales of securities and other activity	(43,884)			(43,884)
Balance at end of period	$	81,529		$	81,529

Net gains and losses during the three and six months ended June 30, 2026 on equity securities still held at June 30, 2026 were $71.0 million and $71.2 million, respectively.

Available for sale debt securities portfolio

The majority of the Company’s investment portfolio is comprised of available for sale debt securities, which are carried at fair value with changes in fair value reported in accumulated other comprehensive income (AOCI). A summary of the available for sale debt securities by maturity groupings as of June 30, 2026 is shown below. The investment portfolio includes agency mortgage-backed securities, which are guaranteed by agencies such as FHLMC, FNMA, and Government National Mortgage Association (GNMA), in addition to non-agency mortgage-backed securities, which have no guarantee but are collateralized by commercial and residential mortgages. Also included are certain other asset-backed securities, which are primarily collateralized by credit cards, automobiles, student loans, and commercial loans. These securities differ from traditional debt securities primarily in that they may have uncertain maturity dates and are priced based on estimated prepayment rates on the underlying collateral.

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(In thousands)	Amortized Cost		Fair Value
U.S. government and federal agency obligations:
Within 1 year	$	397,508	$	397,509
After 1 but within 5 years	1,987,940		1,976,364
After 5 but within 10 years	913,318		908,439
After 10 years	204,905		204,497
Total U.S. government and federal agency obligations	3,503,671		3,486,809
Government-sponsored enterprise obligations:

After 1 but within 5 years	3,962		3,727
After 5 but within 10 years	30,808		26,193
After 10 years	19,821		13,929
Total government-sponsored enterprise obligations	54,591		43,849
State and municipal obligations:
Within 1 year	62,642		62,054
After 1 but within 5 years	424,901		404,977
After 5 but within 10 years	99,665		87,676
After 10 years	102,758		85,517
Total state and municipal obligations	689,966		640,224
Mortgage and asset-backed securities:
Agency mortgage-backed securities	3,095,101		2,602,290
Non-agency mortgage-backed securities	416,247		385,318
Asset-backed securities	1,013,942		1,002,658
Total mortgage and asset-backed securities	4,525,290		3,990,266
Other debt securities:
Within 1 year	11,438		11,294
After 1 but within 5 years	51,494		47,691
After 5 but within 10 years	81,368		79,238
After 10 years	23,414		23,263
Total other debt securities	167,714		161,486
Total available for sale debt securities	$	8,941,232	$	8,322,634

Allowance for credit losses on available for sale debt securities

Securities for which fair value is less than amortized cost are reviewed for impairment. Special emphasis is placed on securities whose credit rating has fallen below Baa3 (Moody's) or BBB- (Standard & Poor's), whose fair values have fallen more than 20% below purchase price, or those which have been identified based on management’s judgment. These securities are placed on a watch list and cash flow analyses are prepared on an individual security basis. Certain securities are analyzed using a projected cash flow model, discounted to present value, and compared to the current amortized cost bases of the securities. The model uses input factors such as cash flow projections, contractual payments required, expected delinquency rates, credit support from other tranches, prepayment speeds, collateral loss severity rates (including loan to values), and various other information related to the underlying collateral. Securities not analyzed using the cash flow model are analyzed by reviewing credit ratings, credit support agreements, and industry knowledge to project future cash flows and any possible credit impairment.

At June 30, 2026, the fair value of securities on this watch list was $873.8 million compared to $896.7 million at December 31, 2025. Almost all of the securities included on the Company's watch list in the current quarter were experiencing unrealized loss positions due to the increase in interest rates since their purchase and were analyzed outside of the cash flow model. At June 30, 2026, the securities on the Company's watch list that were not deemed to be solely related to increasing interest rates were securities backed by government-guaranteed student loans and are expected to perform as contractually required. As of June 30, 2026, the Company did not identify any securities for which a credit loss exists, and for the six months ended June 30, 2026 and 2025, the Company did not recognize a credit loss expense on any available for sale debt securities.

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The table below summarizes debt securities available for sale in an unrealized loss position, aggregated by length of loss period, for which an allowance for credit losses has not been recorded at June 30, 2026 and December 31, 2025. Unrealized losses on these available for sale securities have not been recognized into income because after review, the securities were deemed not to be impaired. The unrealized losses on these securities are primarily attributable to changes in interest rates and current market conditions. At June 30, 2026, the Company does not intend to sell the securities, nor is it anticipated that it would be required to sell any of these securities at a loss.


	Less than 12 months				12 months or longer				Total
(In thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
June 30, 2026
U.S. government and federal agency obligations	$	2,177,177	$	20,642	$	72,263	$	2,188	$	2,249,440	$	22,830
Government-sponsored enterprise obligations	—		—		43,849		10,742		43,849		10,742
State and municipal obligations	9,609		54		599,340		49,729		608,949		49,783
Mortgage and asset-backed securities:
Agency mortgage-backed securities	3,271		59		2,530,076		494,281		2,533,347		494,340
Non-agency mortgage-backed securities	—		—		371,851		31,121		371,851		31,121
Asset-backed securities	140,296		274		439,328		13,998		579,624		14,272
Total mortgage and asset-backed securities	143,567		333		3,341,255		539,400		3,484,822		539,733
Other debt securities	25,254		169		88,121		6,257		113,375		6,426
Total	$	2,355,607	$	21,198	$	4,144,828	$	608,316	$	6,500,435	$	629,514
December 31, 2025
U.S. government and federal agency obligations	$	612,167	$	2,620	$	314,006	$	8,244	$	926,173	$	10,864
Government-sponsored enterprise obligations	—		—		44,712		10,239		44,712		10,239
State and municipal obligations	12,157		18		636,492		50,323		648,649		50,341
Mortgage and asset-backed securities:
Agency mortgage-backed securities	2,437		30		3,148,627		565,056		3,151,064		565,086
Non-agency mortgage-backed securities	—		—		421,508		31,942		421,508		31,942
Asset-backed securities	32,875		36		546,984		16,925		579,859		16,961
Total mortgage and asset-backed securities	35,312		66		4,117,119		613,923		4,152,431		613,989
Other debt securities	—		—		110,038		6,661		110,038		6,661
Total	$	659,636	$	2,704	$	5,222,367	$	689,390	$	5,882,003	$	692,094

The entire available for sale debt portfolio included $6.5 billion of securities that were in a loss position at June 30, 2026, compared to $5.9 billion at December 31, 2025. The total amount of unrealized loss on these securities was $629.5 million at June 30, 2026, a decrease of $62.6 million compared to the unrealized loss at December 31, 2025. Securities with significant unrealized losses are discussed in the "Allowance for credit losses on available for sale debt securities" section above.

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For debt securities classified as available for sale, the following table shows the amortized cost, fair value, and allowance for credit losses of securities available for sale at June 30, 2026 and December 31, 2025, and the corresponding amounts of gross unrealized gains and losses (pre-tax) in AOCI, by security type.


(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
June 30, 2026
U.S. government and federal agency obligations	$	3,503,671	$	5,968	$	(22,830)	$	—	$	3,486,809
Government-sponsored enterprise obligations	54,591		—		(10,742)		—		43,849
State and municipal obligations	689,966		41		(49,783)		—		640,224
Mortgage and asset-backed securities:
Agency mortgage-backed securities	3,095,101		1,529		(494,340)		—		2,602,290
Non-agency mortgage-backed securities	416,247		192		(31,121)		—		385,318
Asset-backed securities	1,013,942		2,988		(14,272)		—		1,002,658
Total mortgage and asset-backed securities	4,525,290		4,709		(539,733)		—		3,990,266
Other debt securities	167,714		198		(6,426)		—		161,486
Total	$	8,941,232	$	10,916	$	(629,514)	$	—	$	8,322,634
December 31, 2025
U.S. government and federal agency obligations	$	3,257,561	$	32,403	$	(10,864)	$	—	$	3,279,100
Government-sponsored enterprise obligations	54,951		—		(10,239)		—		44,712
State and municipal obligations	715,037		37		(50,341)		—		664,733
Mortgage and asset-backed securities:
Agency mortgage-backed securities	3,786,811		1,380		(565,086)		—		3,223,105
Non-agency mortgage-backed securities	467,200		430		(31,942)		—		435,688
Asset-backed securities	1,269,503		9,503		(16,961)		—		1,262,045
Total mortgage and asset-backed securities	5,523,514		11,313		(613,989)		—		4,920,838
Other debt securities	191,215		1,576		(6,661)		—		186,130
Total	$	9,742,278	$	45,329	$	(692,094)	$	—	$	9,095,513

The following table presents proceeds from sales of securities and the components of investment securities gains and losses which have been recognized in earnings.


	For the Six Months Ended June 30
(In thousands)	2026		2025
Proceeds from sales of securities:
Available for sale debt securities	$	806,982	$	36,065
Equity securities	34,460		—
Other investments	18,157		10,029
Total proceeds	$	859,599	$	46,094

Investment securities gains (losses), net:
Available for sale debt securities:

Gains realized on sales	$	—	$	4
Losses realized on sales	(97,686)		(4,218)

Equity securities:




Gains (losses) on equity securities, net	114,277		1,777
Other:
Gains realized on sales	1,209		1,167
Losses realized on sales	(262)		(1,773)
Fair value adjustments, net	6,939		(4,111)
Total investment securities gains (losses), net	$	24,477	$	(7,154)

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Net gains on investment securities for the six months ended June 30, 2026 were mainly comprised of net gains of $114.3 million on equity investments. These gains were partially offset by net losses of $97.7 million on available for sale securities, which are discussed further below.

Subsequent to the successful close of the Exchange Offer in May 2026, the Company approved and executed the repositioning of a portion of its available for sale debt securities portfolio during the second quarter of 2026 through the sale of securities with an amortized cost of $904.7 million. The securities that the Company sold had a yield of approximately 2.6%, which resulted in a loss of $97.7 million, and the Company reinvested $613.7 million of the proceeds into U.S. Treasury securities yielding approximately 4.3%.

Pledged securities

At June 30, 2026, securities totaling $5.9 billion in fair value were pledged to secure public fund deposits, securities sold under agreements to repurchase, trust funds, and borrowings at the FRB and FHLB, compared to $7.3 billion at December 31, 2025. Excluding obligations of various government-sponsored enterprises such as FNMA, FHLB and FHLMC, no investment in a single issuer exceeded 10% of shareholders’ equity.

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5. Goodwill and Other Intangible Assets

The following table presents information about the Company's intangible assets which have estimable useful lives.


	June 30, 2026								December 31, 2025
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Valuation Allowance		Net Amount		Gross Carrying Amount		Accumulated Amortization		Valuation Allowance		Net Amount
Amortizable intangible assets:
Core deposit premium	$	72,581	$	(10,635)	$	—	$	61,946	$	5,550	$	(5,427)	$	—	$	123
Trade name	5,550		(555)		—		4,995		—		—		—		—
Customer relationships	65,500		(5,038)		—		60,462		—		—		—		—
Mortgage servicing rights	13,842		(4,363)		—		9,479		13,805		(4,217)		—		9,588
Total	$	157,473	$	(20,591)	$	—	$	136,882	$	19,355	$	(9,644)	$	—	$	9,711

Aggregate amortization expense on intangible assets was $5.7 million and $306 thousand for the three month periods ended June 30, 2026 and 2025, respectively, and was $11.4 million and $644 thousand for the six month periods ended June 30, 2026 and 2025, respectively. The following table shows the estimated annual amortization expense for the next five fiscal years. This expense is based on existing asset balances and the interest rate environment as of June 30, 2026. The Company’s actual amortization expense in any given period may be different from the estimated amounts depending upon the acquisition of intangible assets, changes in mortgage interest rates, prepayment rates and other market conditions.


(In thousands)
2026	$	22,706
2027	20,872
2028	19,035
2029	17,243
2030	15,458

Changes in the carrying amount of goodwill and other intangible assets for the six month period ended June 30, 2026 are as follows:


(In thousands)	Goodwill		Easement		Core Deposit Premium		Trade Name		Customer Relationships		Mortgage Servicing Rights
Balance January 1, 2026	$	146,539	$	3,600	$	123	$	—	$	—	$	9,588
Acquisition	107,266		—		67,032		5,550		65,500		—
Originations, net of disposals	—		—		—		—		—		460
Amortization	—		—		(5,209)		(555)		(5,038)		(569)

Balance June 30, 2026	$	253,805	$	3,600	$	61,946	$	4,995	$	60,462	$	9,479

The Company added $107.3 million of goodwill related to the FineMark acquisition in the first quarter of 2026. The goodwill was calculated based on the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date and is subject to change as additional information becomes available during the measurement period. Goodwill related to the FineMark acquisition was allocated entirely to the Company's Wealth segment. Goodwill allocated to the Company’s operating segments at June 30, 2026 and December 31, 2025 is shown below.


(In thousands)	June 30, 2026		December 31, 2025
Retail banking segment	$	70,721	$	70,721
Commercial segment	75,072		75,072
Wealth segment	108,012		746
Total goodwill	$	253,805	$	146,539

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6. Guarantees

The Company, as a provider of financial services, routinely issues financial guarantees in the form of financial and performance standby letters of credit. Standby letters of credit are contingent commitments issued by the Company generally to guarantee the payment or performance obligation of a customer to a third party. While these represent a potential outlay by the Company, a significant amount of the commitments may expire without being drawn upon. The Company has recourse against the customer for any amount it is required to pay to a third party under a standby letter of credit. The letters of credit are subject to the same credit policies, underwriting standards and approval process as loans made by the Company. Most of the standby letters of credit are secured, and in the event of nonperformance by customers, the Company has rights to the underlying collateral, which could include commercial real estate, physical plant and property, inventory, receivables, cash and marketable securities.

Upon issuance of standby letters of credit, the Company recognizes a liability for the fair value of the obligation undertaken, which is estimated to be equivalent to the amount of fees received from the customer over the life of the agreement. At June 30, 2026, that net liability was $4.5 million, which will be accreted into income over the remaining life of the respective commitments. The contractual amount of these letters of credit, which represents the maximum potential future payments guaranteed by the Company, was $732.5 million at June 30, 2026.

The Company periodically enters into credit risk participation agreements (RPAs) as a guarantor to other financial institutions, in order to mitigate those institutions’ credit risk associated with interest rate swaps with third parties. The RPA stipulates that, in the event of default by the third party on the interest rate swap, the Company will reimburse a portion of the loss borne by the financial institution. These interest rate swaps are normally collateralized (generally with real property, inventories and equipment) by the third party, which limits the credit risk associated with the Company’s RPAs. The third parties usually have other borrowing relationships with the Company. The Company monitors overall borrower collateral and at June 30, 2026, believes sufficient collateral is available to cover potential swap losses. The RPAs are carried at fair value throughout their term with all changes in fair value, including those due to a change in the third party’s creditworthiness, recorded in current earnings. The terms of the RPAs, which correspond to the terms of the underlying swaps, range from 1 to 11 years. At June 30, 2026, the fair value of the Company's guarantee liabilities for RPAs was $26 thousand, and the notional amount of the underlying swaps was $273.8 million. The maximum potential future payment guaranteed by the Company cannot be readily estimated but is dependent upon the fair value of the interest rate swaps at the time of default.

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7. Leases

The Company has net investments in direct financing and sales-type leases to commercial, industrial, and tax-exempt entities. These leases are included within business loans on the Company's consolidated balance sheets. The Company primarily leases various types of equipment, trucks and trailers, and office furniture and fixtures. Lease agreements may include options for the lessee to renew or purchase the leased equipment at the end of the lease term. The Company has elected to adopt the lease component expedient in which the lease and nonlease components are combined into the total lease receivable. The Company also leases office space to third parties, and these leases are classified as operating leases. The leases may include options to renew or expand the leased space, and currently the leases have remaining terms of 1 month to 12 years.

The following table provides the components of lease income.


	For the Three Months Ended June 30				For the Six Months Ended June 30
(in thousands)	2026		2025		2026		2025
Direct financing and sales-type leases	$	10,111	$	9,852	$	20,241	$	19,695
Operating leases	4,989		4,188		10,069		8,485
Total lease income	$	15,100	$	14,040	$	30,310	$	28,180

8. Pension

The amount of net pension cost is shown in the table below:


	For the Three Months Ended June 30				For the Six Months Ended June 30
(In thousands)	2026		2025		2026		2025
Service cost	$	144	$	135	$	289	$	271
Interest cost on projected benefit obligation	971		1,074		1,942		2,147
Expected return on plan assets	(975)		(980)		(1,950)		(1,960)

Amortization of unrecognized net loss (gain)	139		229		277		458
Net periodic pension cost	$	279	$	458	$	558	$	916

All benefits accrued under the Company’s defined benefit pension plan have been frozen since January 1, 2011. During the first six months of 2026, the Company made no funding contributions to its defined benefit pension plan and made minimal funding contributions to a supplemental executive retirement plan (the CERP), which carries no segregated assets.

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9. Common Stock *

Presented below is a summary of the components used to calculate basic and diluted income per share. The Company applies the two-class method of computing income per share, as nonvested restricted stock awards that pay nonforfeitable common stock dividends are considered securities which participate in undistributed earnings with common stock. The two-class method requires the calculation of separate income per share amounts for the nonvested restricted stock awards and for common stock. Income per share attributable to common stock is shown in the table below. Nonvested share-based awards are further discussed in Note 14.


	For the Three Months Ended June 30				For the Six Months Ended June 30
(In thousands, except per share data)	2026		2025		2026		2025
Basic income per common share:
Net income attributable to Commerce Bancshares, Inc.	$	159,790	$	152,479	$	301,413	$	284,071
Less income allocated to nonvested restricted stock awards	1,405		1,461		2,719		2,720
Net income allocated to common stock	$	158,385	$	151,018	$	298,694	$	281,351
Weighted average common shares outstanding	144,215		139,077		144,996		139,319
Basic income per common share	$	1.10	$	1.09	$	2.06	$	2.02
Diluted income per common share:
Net income attributable to Commerce Bancshares, Inc.	$	159,790	$	152,479	$	301,413	$	284,071
Less income allocated to nonvested restricted stock awards	1,405		1,460		2,718		2,718
Net income allocated to common stock	$	158,385	$	151,019	$	298,695	$	281,353
Weighted average common shares outstanding	144,215		139,077		144,996		139,319

Net effect of assumed exercise of stock appreciation rights and restricted stock units - based on the treasury stock method using the average market price for the respective periods	94		135		83		148
Weighted average diluted common shares outstanding	144,309		139,212		145,079		139,467
Diluted income per common share	$	1.10	$	1.09	$	2.06	$	2.02

Unexercised stock appreciation rights of 435 thousand and 302 thousand for the three month periods ended June 30, 2026 and 2025, respectively, and 436 thousand and 237 thousand for the six month periods ended June 30, 2026 and 2025, respectively, were excluded from the computation of diluted income per common share because their inclusion would have been anti-dilutive. Nonvested time-vested restricted stock units of 143 for the three month period ended June 30, 2026, and 284 for the six month period ended June 30, 2026, were excluded from the computation of diluted income per common share because their inclusion would have been anti-dilutive.

* All prior year share and per share amounts in this note have been restated for the 5% common stock dividend distributed in December 2025.

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10. Accumulated Other Comprehensive Income

The table below shows the activity and accumulated balances for components of other comprehensive income. Information about unrealized gains and losses on securities can be found in Note 4, and information about unrealized gains and losses on cash flow hedge derivatives is located in Note 12.


	Unrealized Gains (Losses) on Securities (1)		Pension Loss		Unrealized Gains (Losses) on Cash Flow Hedge Derivatives (2)		Total Accumulated Other Comprehensive Income (Loss)
(In thousands)

Balance January 1, 2026	$	(485,071)	$	(9,623)	$	(12,996)	$	(507,690)


Other comprehensive income (loss) before reclassifications to current earnings	(69,519)		—		(16,982)		(86,501)
Amounts reclassified to current earnings from accumulated other comprehensive income	97,686		277		483		98,446
Current period other comprehensive income (loss), before tax	28,167		277		(16,499)		11,945
Income tax (expense) benefit	(7,042)		(69)		4,125		(2,986)
Current period other comprehensive income (loss), net of tax	21,125		208		(12,374)		8,959

Balance June 30, 2026	$	(463,946)	$	(9,415)	$	(25,370)	$	(498,731)
Balance January 1, 2025	$	(742,926)	$	(12,059)	$	(3,926)	$	(758,911)


Other comprehensive income (loss) before reclassifications to current earnings	222,002		—		15,381		237,383
Amounts reclassified to current earnings from accumulated other comprehensive income	4,214		458		(4,905)		(233)
Current period other comprehensive income (loss), before tax	226,216		458		10,476		237,150
Income tax (expense) benefit	(56,554)		(115)		(2,619)		(59,288)
Current period other comprehensive income (loss), net of tax	169,662		343		7,857		177,862

Balance June 30, 2025	$	(573,264)	$	(11,716)	$	3,931	$	(581,049)

(1) The pre-tax amounts reclassified from accumulated other comprehensive income to current earnings are included in "investment securities gains (losses), net" in the consolidated statements of income.

(2) The pre-tax amounts reclassified from accumulated other comprehensive income to current earnings are included in "interest and fees on loans" in the consolidated statements of income.

11. Segments

The Company segregates financial information for use in assessing its performance and allocating resources among three operating segments: Retail Banking, Commercial and Wealth. The Retail Banking segment consists of various consumer loan and deposit products offered through its retail branch network of approximately 150 locations. This segment also includes residential mortgage, indirect and other consumer loan financing businesses, along with debit and credit card loan and fee businesses. The Commercial segment provides corporate lending (including the Small Business Banking product line within the branch network), leasing, and international services, along with business and governmental deposit products and commercial cash management services. This segment also includes both merchant and commercial bank card products as well as the Commercial Tradable Products division, which sells fixed income securities, underwrites municipal bonds, and provides securities safekeeping and accounting services to its business and correspondent bank customers. The Wealth segment provides traditional trust and estate planning, advisory and discretionary investment management, and brokerage services. This segment also provides various loan and deposit related services to its private banking customers.

The Company’s chief executive officer is its chief operating decision maker ("CODM"). The CODM is the primary individual in control of resource allocation, and the allocation determinations are made in consultation with the Company’s executive management committee, of which the CODM is a member. The Company’s CODM primarily utilizes net income before taxes to evaluate each segment’s performance and allocate resources (including employees, financial, or capital resources), primarily through the Company’s annual budgeting process and periodic segment performance reviews. To manage operations and make decisions regarding resource allocations, the CODM is regularly provided and reviews total non-interest expense at a consolidated level and total non-interest expense for each segment.

The following table presents selected financial information by segment and reconciliations of combined segment totals to consolidated totals. There were no material intersegment revenues between the three segments. Management periodically makes changes to methods of assigning costs and income to its business segments to better reflect operating results. If appropriate, these changes are reflected in prior year information presented below.

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(In thousands)	Retail Banking		Commercial		Wealth		Other/Elimination		Consolidated Totals
Three Months Ended June 30, 2026
Net interest income	$	124,205	$	131,400	$	50,273	$	9,207	$	315,085
Provision for credit losses	(9,239)		(263)		—		771		(8,731)
Non-interest income	25,654		73,450		81,604		3,120		183,828
Investment securities gains (losses), net	—		—		—		12,830		12,830
Non-interest expense	(87,343)		(124,618)		(62,057)		(23,050)		(297,068)
Income before income taxes	$	53,277	$	79,969	$	69,820	$	2,878	$	205,944
Six Months Ended June 30, 2026
Net interest income	$	246,777	$	265,001	$	96,396	$	6,751	$	614,925
Provision for credit losses	(18,510)		(5,959)		2		4,776		(19,691)
Non-interest income	49,747		142,386		161,824		5,722		359,679
Investment securities gains (losses), net	—		—		—		24,477		24,477
Non-interest expense	(175,216)		(237,445)		(125,174)		(50,359)		(588,194)
Income before income taxes	$	102,798	$	163,983	$	133,048	$	(8,633)	$	391,196
Three Months Ended June 30, 2025
Net interest income	$	127,118	$	127,613	$	23,036	$	2,380	$	280,147
Provision for loan losses	(9,569)		(108)		(18)		4,098		(5,597)
Non-interest income	24,430		74,654		63,848		2,681		165,613
Investment securities gains (losses), net	—		—		—		437		437
Non-interest expense	(83,075)		(108,058)		(40,752)		(12,552)		(244,437)
Income before income taxes	$	58,904	$	94,101	$	46,114	$	(2,956)	$	196,163
Six Months Ended June 30, 2025
Net interest income	$	252,352	$	260,879	$	45,195	$	(9,177)	$	549,249
Provision for credit losses	(19,819)		(640)		(18)		393		(20,084)
Non-interest income	47,690		144,980		127,886		4,006		324,562
Investment securities gains (losses), net	—		—		—		(7,154)		(7,154)
Non-interest expense	(166,080)		(212,027)		(81,941)		(22,765)		(482,813)
Income before income taxes	$	114,143	$	193,192	$	91,122	$	(34,697)	$	363,760

Non-interest expense for the Retail Banking, Commercial, and Wealth segments above is primarily comprised of salaries, incentives, benefits, and allocated overhead costs for service and support. Non-interest expense for the segments also includes expense for data processing and software, occupancy, and professional and other services.

The information presented above was derived from the internal profitability reporting system used by management to monitor and manage the financial performance of the Company. This information is based on internal management accounting procedures and methods, which have been developed to reflect the underlying economics of the businesses. The methodologies are applied in connection with funds transfer pricing and assignment of overhead costs among segments. Funds transfer pricing was used in the determination of net interest income by assigning a standard cost (credit) for funds used (provided by) assets and liabilities based on their maturity, prepayment and/or repricing characteristics.

The segment activity, as shown above, includes both direct and allocated items. Amounts in the “Other/Elimination” column include activity not related to the segments, such as that relating to administrative functions, the investment securities portfolio, and the effect of certain expense allocations to the segments. The provision for credit losses in this category contains the difference between net loan charge-offs assigned directly to the segments and the recorded provision for credit loss expense. Included in this category’s net interest income are earnings of the investment portfolio, which are not allocated to a segment.

The performance measurement of the operating segments is based on the management structure of the Company and is not necessarily comparable with similar information for any other financial institution. The information is also not necessarily indicative of the segments' financial condition and results of operations if they were independent entities.

12. Derivative Instruments

The notional amounts of the Company’s derivative instruments are shown in the table below. These contractual amounts, along with other terms of the derivative, are used to determine amounts to be exchanged between counterparties and are not a

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measure of loss exposure. The Company's derivatives are not accounted for as accounting hedges except for the interest rate floors and one interest rate swap, as discussed below.


(In thousands)	June 30, 2026		December 31, 2025
Interest rate swaps	$	2,112,473	$	1,968,679
Interest rate floors	2,500,000		2,000,000
Interest rate caps	238,700		105,770
Credit risk participation agreements	448,224		474,951
Foreign exchange contracts	16,171		29,451
Mortgage loan commitments	6,427		6,297
Mortgage loan forward sale contracts	1,113		1,794
Forward TBA contracts	7,500		7,000
Total notional amount	$	5,330,608	$	4,593,942

Interest rate swap contracts are sold to commercial customers who wish to modify their interest rate sensitivity. The customers are engaged in a variety of businesses, including real estate, manufacturing, retail product distribution, education, and retirement communities. These interest rate swap contracts with customers are offset by matching interest rate swap contracts purchased by the Company from other financial institutions (dealers). Contracts with dealers that require central clearing are novated to a clearing agency who becomes the Company's counterparty. Because of the matching terms of the offsetting contracts, in addition to collateral provisions which mitigate the impact of non-performance risk, changes in fair value subsequent to initial recognition have a minimal effect on earnings.

Many of the Company’s interest rate swap contracts with large financial institutions contain contingent features relating to debt ratings or capitalization levels. Under these provisions, if the Company’s debt rating falls below investment grade or if the Company ceases to be “well-capitalized” under risk-based capital guidelines, certain counterparties can require immediate and ongoing collateralization on interest rate swaps in net liability positions or instant settlement of the contracts. The Company maintains debt ratings and capital well above these minimum requirements.

At June 30, 2026, the Company had one interest rate swap with a notional amount of $100.0 million, which is designated as a fair value hedge of certain variable rate loans. This swap was acquired during the Company's acquisition of FineMark. Gains and losses on the derivative instrument, as well as the offsetting loss or gain on the hedged loans attributable to the hedged risk, are recognized in current earnings. These gains and losses are reported in interest and fees on loans in the accompanying consolidated statements of income.

As of June 30, 2026, the Company held five interest rate floors indexed to 1-month SOFR to hedge the risk of declining interest rates on certain floating rate commercial loans. The floors have a combined notional value of $2.5 billion. Each of the five interest rate floors has a six-year term and a notional amount of $500.0 million. In the event that the index rate falls below zero, the maximum rate that the Company can earn on the notional amount of each floor is limited to the strike rate. Information about the floors is provided in the table below.


Strike Rate		Effective Date	Maturity Date
3.50	%	July 1, 2024	July 1, 2030
3.25	%	November 1, 2024	November 1, 2030
3.00	%	March 1, 2025	March 1, 2031
2.75	%	July 1, 2025	July 1, 2031
3.00	%	October 1, 2026	October 1, 2032

The premium paid for the floors totaled $102.2 million, including $11.9 million during the six months ended June 30, 2026. At June 30, 2026, the maximum length of time over which the Company is hedging its exposure to lower rates is approximately 6.3 years. These interest rate floors qualified and were designated as cash flow hedges and were assessed for effectiveness using regression analysis. The change in the fair value of these interest rate floors is recorded in AOCI, net of the amortization of the premiums paid, which are recorded against interest and fees on loans in the consolidated statements of income. As of June 30, 2026, net deferred losses on the interest rate floors totaled $36.7 million (pre-tax) and were recorded in AOCI in the

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consolidated balance sheet. As of June 30, 2026, it is expected that $14.0 million (pre-tax) interest rate floor premium amortization will be reclassified from AOCI into earnings over the next 12 months for the outstanding interest rate floors.

During the year ended December 31, 2020, the Company monetized three interest rate floors that were previously classified as cash flow hedges with a combined notional balance of $1.5 billion and an asset fair value of $163.2 million. As of June 30, 2026, the total realized gains on the monetized cash flow hedges remaining in AOCI was $2.9 million (pre-tax), which will be reclassified into interest income over the next 6 months. The estimated amount of net gains related to the cash flow hedges remaining in AOCI at June 30, 2026 that is expected to be reclassified into income within the next 12 months is $2.9 million.

The Company also contracts with other financial institutions, as a guarantor or beneficiary, to share credit risk associated with certain interest rate swaps through risk participation agreements. The Company’s risks and responsibilities as guarantor are further discussed in Note 6 on Guarantees. In addition, the Company enters into foreign exchange contracts, which are mainly comprised of contracts with customers to purchase or deliver specific foreign currencies at specific future dates.

Under its program to sell residential mortgage loans in the secondary market, the Company designates certain newly-originated residential mortgage loans as held for sale. Derivative instruments arising from this activity include mortgage loan commitments and forward loan sale contracts. Changes in the fair values of the loan commitments and funded loans prior to sale that are due to changes in interest rates are economically hedged with forward contracts to sell residential mortgage-backed securities in the to-be-announced (TBA) market. These forward TBA contracts are also considered to be derivatives and are settled in cash at the security settlement date.

The fair values of the Company's derivative instruments, whose notional amounts are listed above, are shown in the table below. Information about the valuation methods used to determine fair value is provided in Note 16 on Fair Value Measurements.

The Company's policy is to present its derivative assets and derivative liabilities on a gross basis on its consolidated balance sheets, and these are reported in other assets and other liabilities. In prior years, certain collateral posted to and from the Company's clearing counterparty has been applied to the fair values of the cleared swap. There was no reduction to positive or negative fair values of cleared swaps at June 30, 2026 and December 31, 2025.


	Asset Derivatives				Liability Derivatives
	June 30, 2026		Dec. 31, 2025		June 30, 2026		Dec. 31, 2025
(In thousands)	Fair Value				Fair Value
Derivatives designated as hedging instruments:
Interest rate floors	$	27,472	$	32,524	$	—	$	—
Interest rate swaps	$	—	$	—	$	(318)	$	—
Total derivatives designated as hedging instruments	$	27,472	$	32,524	$	(318)	$	—
Derivative instruments not designated as hedging instruments:
Interest rate swaps	$	15,491	$	18,294	$	(15,491)	$	(18,294)
Interest rate caps	599		2		(598)		(2)
Credit risk participation agreements	38		56		(26)		(77)
Foreign exchange contracts	407		396		(265)		(401)
Mortgage loan commitments	138		133		(4)		—
Mortgage loan forward sale contracts	5		15		—		—
Forward TBA contracts	4		1		(20)		(21)
Total derivatives not designated as hedging instruments	$	16,682	$	18,897	$	(16,404)	$	(18,795)
Total	$	44,154	$	51,421	$	(16,722)	$	(18,795)

The carrying amount of the underlying variable rate loans for the fair value hedge, which includes the unamortized discount or premium and the fair value adjustment, was $132.5 million as of June 30, 2026. The hedged item is presented in Loans within the balance sheet.

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The Company made an election to exclude the initial premiums paid on the interest rate floors from the hedge effectiveness measurement. Those initial premiums are amortized over the periods between the premium payment month and the contract maturity month. The pre-tax effects of the gains and losses (both the included and excluded amounts for hedge effectiveness assessment) recognized in the other comprehensive income from the cash flow hedging instruments and the amounts reclassified from accumulated other comprehensive income into income (both included and excluded amounts for hedge effectiveness measurement) are shown in the table below.


	Amount of Gain or (Loss) Recognized in OCI						Location of Gain (Loss) Reclassified from AOCI into Income	Amount of Gain (Loss) Reclassified from AOCI into Income

(In thousands)	Total		Included Component		Excluded Component			Total		Included Component		Excluded Component
For the Three Months Ended June 30, 2026
Derivatives in cash flow hedging relationships:
Interest rate floors	$	(15,316)	$	(505)	$	(14,811)	Interest and fees on loans	$	(757)	$	3,221	$	(3,978)
Total	$	(15,316)	$	(505)	$	(14,811)	Total	$	(757)	$	3,221	$	(3,978)
For the Six Months Ended June 30, 2026
Derivatives in cash flow hedging relationships:
Interest rate floors	$	(16,982)	$	(3,915)	$	(13,067)	Interest and fees on loans	$	(483)	$	7,190	$	(7,673)
Total	$	(16,982)	$	(3,915)	$	(13,067)	Total	$	(483)	$	7,190	$	(7,673)
For the Three Months Ended June 30, 2025
Derivatives in cash flow hedging relationships:
Interest rate floors	$	5,015	$	5,387	$	(372)	Interest and fees on loans	$	2,372	$	6,582	$	(4,210)
Total	$	5,015	$	5,387	$	(372)	Total	$	2,372	$	6,582	$	(4,210)
For the Six Months Ended June 30, 2025
Derivatives in cash flow hedging relationships:
Interest rate floors	$	15,381	$	6,034	$	9,347	Interest and fees on loans	$	4,905	$	13,279	$	(8,374)
Total	$	15,381	$	6,034	$	9,347	Total	$	4,905	$	13,279	$	(8,374)

The gain and loss recognized through various derivative instruments on the consolidated statements of income are shown in the table below.


	Location of Gain or (Loss) Recognized in Consolidated Statements of Income	Amount of Gain or (Loss) Recognized in Income on Derivatives
		For the Three Months Ended June 30				For the Six Months Ended June 30
(In thousands)		2026		2025		2026		2025
Derivatives and hedged instruments in fair value hedging relationships:
Interest rate swaps and hedged loans	Interest and fees on loans	$	—	$	—	$	(6)	$	—
Total		$	—	$	—	$	(6)	$	—
Derivative instruments:
Interest rate swaps	Other non-interest income	$	1,440	$	642	$	1,537	$	747
Interest rate caps	Other non-interest income	38		—		40		—
Credit risk participation agreements	Other non-interest income	(64)		186		(374)		178
Foreign exchange contracts	Other non-interest income	88		(184)		147		(216)
Mortgage loan commitments	Loan fees and sales	29		151		1		195
Mortgage loan forward sale contracts	Loan fees and sales	(1)		(1)		(10)		(11)
Forward TBA contracts	Loan fees and sales	(19)		(35)		—		(100)
Total		$	1,511	$	759	$	1,341	$	793

The following table shows the extent to which assets and liabilities relating to derivative instruments have been offset in the consolidated balance sheets. It also provides information about these instruments which are subject to an enforceable master

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netting arrangement, irrespective of whether they are offset, and the extent to which the instruments could potentially be offset. Also shown is collateral received or pledged in the form of other financial instruments, which is generally cash or marketable securities. The collateral amounts in this table are limited to the outstanding balances of the related asset or liability (after netting is applied); thus, amounts of excess collateral are not shown. Most of the derivatives in the following table were transacted under master netting arrangements that contain a conditional right of offset, such as close-out netting, upon default.

While the Company is party to master netting arrangements with most of its swap derivative counterparties, the Company does not offset derivative assets and liabilities under these agreements on its consolidated balance sheets. Collateral exchanged between the Company and dealer bank counterparties is generally subject to thresholds and transfer minimums, and usually consists of marketable securities. By contract, these may be sold or re-pledged by the secured party until recalled at a subsequent valuation date by the pledging party. For those swap transactions requiring central clearing, the Company posts cash or securities to its clearing agent. Collateral positions are valued daily, and adjustments to amounts received and pledged by the Company are made as appropriate to maintain proper collateralization for these transactions. Swap derivative transactions with customers are generally secured by rights to non-financial collateral, such as real and personal property, which is not shown in the table below.


							Gross Amounts Not Offset in the Balance Sheet
(In thousands)	Gross Amount Recognized		Gross Amounts Offset in the Balance Sheet		Net Amounts Presented in the Balance Sheet		Financial Instruments Available for Offset		Collateral Received/ Pledged		Net Amount
June 30, 2026
Assets:
Derivatives subject to master netting agreements	$	43,803	$	—	$	43,803	$	(4,145)	$	(34,479)	$	5,179
Derivatives not subject to master netting agreements	351		—		351
Total derivatives	$	44,154	$	—	$	44,154
Liabilities:
Derivatives subject to master netting agreements	$	16,445	$	—	$	16,445	$	(4,145)	$	(316)	$	11,984
Derivatives not subject to master netting agreements	277		—		277
Total derivatives	$	16,722	$	—	$	16,722
December 31, 2025
Assets:
Derivatives subject to master netting agreements	$	51,217	$	—	$	51,217	$	(10,642)	$	(29,609)	$	10,966
Derivatives not subject to master netting agreements	204		—		204
Total derivatives	$	51,421	$	—	$	51,421
Liabilities:
Derivatives subject to master netting agreements	$	18,400	$	—	$	18,400	$	(10,642)	$	—	$	7,758
Derivatives not subject to master netting agreements	395		—		395
Total derivatives	$	18,795	$	—	$	18,795

13. Resale and Repurchase Agreements

The Company regularly enters into resale and repurchase agreement transactions with other financial institutions and with its own customers. Resale and repurchase agreements are agreements to purchase/sell securities subject to an obligation to resell/repurchase the same or similar securities. They are accounted for as secured lending and collateralized borrowing (e.g. financing transactions), not as true sales and purchases of the underlying collateral securities. Some of the resale and repurchase agreements were transacted under master netting arrangements that contain a conditional right of offset, such as close-out netting, upon default. The security collateral accepted or pledged in resale and repurchase agreements with other

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financial institutions may be sold or re-pledged by the secured party, but is usually delivered to and held by third party trustees. The Company generally retains custody of securities pledged for repurchase agreements with its customers.

The following table shows the extent to which resale agreement assets and repurchase agreement liabilities with the same counterparty have been offset on the consolidated balance sheets, in addition to the extent to which they could potentially be offset. Also shown is collateral received or pledged, which consists of marketable securities. The collateral amounts in the table are limited to the outstanding balances of the related asset or liability (after offsetting is applied); thus amounts of excess collateral are not shown.


							Gross Amounts Not Offset in the Balance Sheet
(In thousands)	Gross Amount Recognized		Gross Amounts Offset in the Balance Sheet		Net Amounts Presented in the Balance Sheet		Financial Instruments Available for Offset		Securities Collateral Received/Pledged		Unsecured Amount
June 30, 2026
Total resale agreements, subject to master netting arrangements	$	1,150,000	$	—	$	1,150,000	$	—	$	(1,150,000)	$	—
Total repurchase agreements, subject to master netting arrangements	2,306,471		—		2,306,471		—		(2,306,471)		—
December 31, 2025
Total resale agreements, subject to master netting arrangements	$	850,000	$	—	$	850,000	$	—	$	(850,000)	$	—
Total repurchase agreements, subject to master netting arrangements	2,861,016		—		2,861,016		—		(2,861,016)		—

The table below shows the remaining contractual maturities of repurchase agreements outstanding at June 30, 2026 and December 31, 2025, in addition to the various types of marketable securities that have been pledged by the Company as collateral for these borrowings.


	Remaining Contractual Maturity of the Agreements
(In thousands)	Overnight and continuous		Up to 90 days		Greater than 90 days		Total
June 30, 2026
Repurchase agreements, secured by:
U.S. government and federal agency obligations	$	781,194	$	—	$	—	$	781,194
Government-sponsored enterprise obligations	10,443		—		—		10,443

Agency mortgage-backed securities	999,669		3,900		24,250		1,027,819
Non-agency mortgage-backed securities	20,480		—		—		20,480
Asset-backed securities	318,542		19,993		21,516		360,051
Other debt securities	106,484		—		—		106,484
Total repurchase agreements, gross amount recognized	$	2,236,812	$	23,893	$	45,766	$	2,306,471
December 31, 2025
Repurchase agreements, secured by:
U.S. government and federal agency obligations	$	503,061	$	—	$	—	$	503,061
Government-sponsored enterprise obligations	10,539		—		—		10,539

Agency mortgage-backed securities	1,647,928		4,600		26,750		1,679,278
Non-agency mortgage-backed securities	21,970		—		—		21,970
Asset-backed securities	453,827		29,656		21,226		504,709
Other debt securities	141,459		—		—		141,459
Total repurchase agreements, gross amount recognized	$	2,778,784	$	34,256	$	47,976	$	2,861,016

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14. Stock-Based Compensation

In accordance with the requirements of ASC 718-10-30-3 and 35-2, the Company measures the cost of stock-based compensation based on the grant-date fair value of the award, recognizing the cost over the requisite service period, which is generally the vesting period.

Beginning February 2026, the Company issued stock-based compensation in the form of time-vested restricted stock units (RSUs) and performance-vested restricted stock units (PSUs). The fair value of a PSU is estimated using a Monte Carlo simulation analysis while the fair value of a RSU is the common stock (CBSH) market price. Compensation expense for PSUs is recognized over the requisite service period based on the probable outcome of the performance conditions. RSUs and PSUs accrue forfeitable dividend equivalents which are paid in cash upon vesting. Dividend equivalents are included in compensation expense over the requisite service period. Prior to February 1, 2026, the Company issued stock-based compensation in the form of nonvested restricted stock awards and stock appreciation rights (SARs). The fair value of stock appreciation rights is estimated using the Black-Scholes option-pricing model while the fair value of a nonvested restricted stock award is the common stock (CBSH) market price. The expense recognized for stock-based compensation is included in salaries and employee benefits expense in the accompanying consolidated statements of income. The Company recognizes forfeitures as a reduction to expense only when they have occurred.

Historically, most of the awards have been issued during the first quarter of each year. Total stock-based compensation expense charged against income was $6.6 million and $4.1 million in the three months ended June 30, 2026 and 2025, and $12.8 million and $8.5 million in the six months ended June 30, 2026 and 2025, respectively.

Restricted Stock Awards

Nonvested restricted stock awards granted generally vest in 4 to 7 years and contain restrictions as to transferability, sale, pledging, or assigning, among others, prior to the end of the vesting period. Dividend and voting rights are conferred upon grant. A summary of the status of the Company’s nonvested share awards as of June 30, 2026, and changes during the six month period then ended, is presented below.


	Shares	Weighted Average Grant Date Fair Value
Nonvested at January 1, 2026	1,305,978	$55.11
Granted	206,153	53.81
Vested	(229,227)	56.60
Forfeited	(17,802)	54.39

Nonvested at June 30, 2026	1,265,102	$54.63

Time-Vested Restricted Stock Units and Performance-Vested Restricted Stock Units

RSUs generally vest after 3 to 4 years of continued service. PSUs are granted to key executives and vest at the end of a 3-year performance period. The number of shares ultimately earned is determined based on relative performance compared to peers over the performance period of the following equally weighted measures: Adjusted Return on Average Equity and Diluted EPS Growth. The earned PSU shares are further adjusted by a market condition modifier based on the Company's Total Shareholder Return relative to peers measured 3 years from the date of grant. RSUs and PSUs earn forfeitable cash dividend equivalents, which are paid in cash at the end of the vesting period, but do not carry voting rights.

The fair value of RSUs are based on the closing common stock (CBSH) market price on the date of grant. To measure the probability distribution of performance of the market condition, the fair value of PSUs are estimated based on a Monte Carlo simulation analysis. The Company engages a third-party valuation expert to perform the Monte Carlo simulation, and the assumptions used are shown in the table below.

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A summary of the Company's time-vested restricted stock units and performance-vested restricted stock units as of June 30, 2026, and changes during the six month period ended, is presented below.


	Time-Vested Restricted Stock Units		Performance-Vested Restricted Stock Units
	Units	Weighted Average Grant Date Fair Value	Units	Weighted Average Grant Date Fair Value
Nonvested at January 1, 2026	—	$—	—	$—
Granted	293,355	52.06	95,266	52.68
Adjustment (1)	—	—	—	—
Vested	—	—	—	—
Forfeited	(2,131)	50.91	—	—
Nonvested at June 30, 2026	291,224	$52.07	95,266	$52.68

(1) Reflects the adjustment to target Granted PSUs, based on the current estimate of performance results.

The current year Monte Carlo assumptions are shown in the table below.


Fair value on valuation date	$52.68
Assumptions:
Dividend yield	—	%
Historical volatility	25.7	%
Risk-free interest rate	3.5	%
Expected term	2.9 years

Stock Appreciation Rights

Stock appreciation rights (SARs) are granted with exercise prices equal to the market price of the Company’s stock at the date of grant. SARs vest ratably over 4 years of continuous service and have contractual terms of 10 years. All SARs must be settled in stock under provisions of the plan. In determining compensation cost, the Black-Scholes option-pricing model is used to estimate the fair value of SARs on date of grant.

A summary of SAR activity during the first six months of 2026 is presented below.


(Dollars in thousands, except per share data)	Rights	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2026	850,956	$47.99
Granted	—	—
Forfeited	(1,816)	55.06
Expired	(2,495)	52.72
Exercised	(70,724)	30.65
Outstanding at June 30, 2026	775,921	$49.54	4.6 years	$6,634

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15. Revenue from Contracts with Customers

Revenue from contracts with customers, Accounting Standard Codification 606 ("ASC 606"), requires revenue recognition for the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For the six months ended June 30, 2026, approximately 63% of the Company’s total revenue was comprised of net interest income, which is not within the scope of this guidance. Of the remaining revenue, those items that were subject to this guidance mainly included fees for bank card, trust, deposit account services and consumer brokerage services.

The following table disaggregates revenue from contracts with customers by major product line.


	Three Months Ended June 30				Six Months Ended June 30
(In thousands)	2026		2025		2026		2025
Trust fees	$	71,512	$	55,571	$	142,561	$	112,163
Bank card transaction fees	48,121		46,362		93,706		91,955
Deposit account charges and other fees	29,259		26,248		57,837		52,870
Consumer brokerage services	5,862		5,383		11,306		10,168
Other non-interest income	14,087		18,817		27,829		33,208
Total non-interest income from contracts with customers	168,841		152,381		333,239		300,364
Other non-interest income (1)	14,987		13,232		26,440		24,198
Total non-interest income	$	183,828	$	165,613	$	359,679	$	324,562

(1) This revenue is not within the scope of ASC 606, and includes fees relating to bond trading activities, loan fees and sales, derivative instruments, standby letters of credit and various other transactions.

For bank card transaction fees, nearly all debit and credit card fees were earned in the Retail Banking segment, while corporate card and merchant fees were earned in the Commercial segment. The Retail Banking and Commercial segments contributed approximately 27% and 72%, respectively, of the Company's deposit account charge revenue. All trust fees and nearly all consumer brokerage services income were earned in the Wealth segment.

The following table presents the opening and closing receivable balances for the six month periods ended June 30, 2026 and 2025 for the Company’s significant revenue from contracts with customers.


(In thousands)	June 30, 2026		December 31, 2025		June 30, 2025		December 31, 2024
Bank card transaction fees	$	15,067	$	16,878	$	14,296	$	17,754
Trust fees	6,127		2,424		1,937		2,165
Deposit account charges and other fees	8,998		8,414		8,039		7,897

For these revenue categories, none of the transaction price has been allocated to performance obligations that are unsatisfied as of the end of a reporting period.

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16. Fair Value Measurements

The Company uses fair value measurements to record fair value adjustments to certain financial and nonfinancial assets and liabilities and to determine fair value disclosures. Various financial instruments such as available for sale debt securities, equity securities, trading debt securities, certain investments relating to private equity activities, and derivatives are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets and liabilities on a nonrecurring basis, such as mortgage servicing rights and certain other investment securities. These nonrecurring fair value adjustments typically involve lower of cost or fair value accounting or write-downs of individual assets.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, the Company uses various valuation techniques and assumptions when estimating fair value. For accounting disclosure purposes, a three-level valuation hierarchy of fair value measurements has been established. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

•Level 1 – inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

•Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and inputs that are observable for the assets or liabilities, either directly or indirectly (such as interest rates, yield curves, and prepayment speeds).

•Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value. These may be internally developed, using the Company’s best information and assumptions that a market participant would consider.

The valuation methodologies for assets and liabilities measured at fair value on a recurring and non-recurring basis are described in the Fair Value Measurements note in the Company's 2025 Annual Report on Form 10-K. There have been no significant changes in these methodologies since then.

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Instruments Measured at Fair Value on a Recurring Basis

The table below presents the June 30, 2026 and December 31, 2025 carrying values of assets and liabilities measured at fair value on a recurring basis. There were no transfers among levels during the first six months of 2026 or the year ended December 31, 2025.


			Fair Value Measurements Using
(In thousands)	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2026
Assets:
Residential mortgage loans held for sale	$	3,376	$	—	$	3,376	$	—
Available for sale debt securities:
U.S. government and federal agency obligations	3,486,809		3,486,809		—		—
Government-sponsored enterprise obligations	43,849		—		43,849		—
State and municipal obligations	640,224		—		639,259		965
Agency mortgage-backed securities	2,602,290		—		2,602,290		—
Non-agency mortgage-backed securities	385,318		—		385,318		—
Asset-backed securities	1,002,658		—		1,002,658		—
Other debt securities	161,486		—		161,486		—
Trading debt securities	57,651		8,338		49,313		—
Equity securities	33,195		33,195		—		—
Private equity investments	181,033		—		—		181,033
Derivatives *	44,154		—		43,978		176
Assets held in trust for deferred compensation plan	24,569		24,569		—		—
Total assets	8,666,612		3,552,911		4,931,527		182,174
Liabilities:
Derivatives *	16,722		—		16,692		30
Liabilities held in trust for deferred compensation plan	24,569		24,569		—		—
Total liabilities	$	41,291	$	24,569	$	16,692	$	30
December 31, 2025
Assets:
Residential mortgage loans held for sale	$	4,028	$	—	$	4,028	$	—
Available for sale debt securities:
U.S. government and federal agency obligations	3,279,100		3,279,100		—		—
Government-sponsored enterprise obligations	44,712		—		44,712		—
State and municipal obligations	664,733		—		663,781		952
Agency mortgage-backed securities	3,223,105		—		3,223,105		—
Non-agency mortgage-backed securities	435,688		—		435,688		—
Asset-backed securities	1,262,045		—		1,262,045		—
Other debt securities	186,130		—		186,130		—
Trading debt securities	40,080		13,215		26,865		—
Equity securities	47,551		47,551		—		—
Private equity investments	184,343		—		—		184,343
Derivatives *	51,421		—		51,232		189
Assets held in trust for deferred compensation plan	23,276		23,276		—		—
Total assets	9,446,212		3,363,142		5,897,586		185,484
Liabilities:
Derivatives *	18,795		—		18,718		77
Liabilities held in trust for deferred compensation plan	23,276		23,276		—		—
Total liabilities	$	42,071	$	23,276	$	18,718	$	77

* The fair value of each class of derivative is shown in Note 12.

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The changes in the Company's Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows:


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
(In thousands)	State and Municipal Obligations		Private Equity Investments		Total
For the three months ended June 30, 2026
Balance March 31, 2026	$	950	$	183,764	$	184,714
Total gains (losses) realized/unrealized:
Included in earnings	—		(3,951)		(3,951)
Included in other comprehensive income *	15		—		15


Purchases of private equity investments	—		1,214		1,214
Sale/pay down of private equity investments	—		(11)		(11)
Capitalized interest/dividends	—		17		17


Balance at June 30, 2026	$	965	$	181,033	$	181,998
Total gains (losses) for the three months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2026	$	—	$	(3,951)	$	(3,951)
*Total gains (losses) for the three months included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2026	$	15	$	—	$	15
For the six months ended June 30, 2026
Balance January 1, 2026	$	952	$	184,343	$	185,295
Total gains (losses) realized/unrealized:
Included in earnings	—		6,939		6,939
Included in other comprehensive income *	12		—		12

Discount accretion	1		—		1
Purchases of private equity investments	—		6,815		6,815
Sale/pay down of private equity investments	—		(17,099)		(17,099)
Capitalized interest/dividends	—		35		35


Balance at June 30, 2026	$	965	$	181,033	$	181,998
Total gains (losses) for the six months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2026	$	—	$	6,939	$	6,939
*Total gains (losses) for the six months included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2026	$	12	$	—	$	12

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	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
(In thousands)	State and Municipal Obligations		Private Equity Investments		Total
For the three months ended June 30, 2025
Balance March 31, 2025	$	947	$	175,618	$	176,565
Total gains (losses) realized/unrealized:
Included in earnings	—		4,414		4,414
Included in other comprehensive income *	2		—		2

Discount accretion	1		—		1
Purchases of private equity investments	—		728		728
Sale/pay down of private equity investments	—		(6,707)		(6,707)
Capitalized interest/dividends	—		17		17


Balance at June 30, 2025	$	950	$	174,070	$	175,020
Total gains (losses) for the three months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2025	$	—	$	4,414	$	4,414
*Total gains (losses) for the three months included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2025	$	2	$	—	$	2
For the six months ended June 30, 2025
Balance January 1, 2025	$	964	$	184,386	$	185,350
Total gains (losses) realized/unrealized:
Included in earnings	—		(4,111)		(4,111)
Included in other comprehensive income *	(16)		—		(16)

Discount accretion	2		—		2
Purchases of private equity investments	—		6,426		6,426
Sale/pay down of private equity investments	—		(12,665)		(12,665)
Capitalized interest/dividends	—		34		34


Balance at June 30, 2025	$	950	$	174,070	$	175,020
Total gains (losses) for the six months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2025	$	—	$	(3,312)	$	(3,312)
*Total gains (losses) for the six months included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2025	$	(16)	$	—	$	(16)

* Included in "net unrealized gains (losses) on available for sale debt securities" in the consolidated statements of comprehensive income.

Gains and losses included in earnings for the Company's Level 3 assets and liabilities in the previous table are reported in the following line items in the consolidated statements of income:


(In thousands)	Investment Securities Gains (Losses), Net
For the three months ended June 30, 2026
Total gains or losses included in earnings	$	(3,951)
Change in unrealized gains or losses relating to assets still held at June 30, 2026	$	(3,951)
For the six months ended June 30, 2026
Total gains or losses included in earnings	$	6,939
Change in unrealized gains or losses relating to assets still held at June 30, 2026	$	6,939
For the three months ended June 30, 2025
Total gains or losses included in earnings	$	4,414
Change in unrealized gains or losses relating to assets still held at June 30, 2025	$	4,414
For the six months ended June 30, 2025
Total gains or losses included in earnings	$	(4,111)
Change in unrealized gains or losses relating to assets still held at June 30, 2025	$	(3,312)

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Level 3 Inputs

The Company's Level 3 measurements at June 30, 2026, which employ unobservable inputs that are readily quantifiable, pertain to investments in portfolio concerns held by the Company's private equity subsidiaries. Information about these inputs is presented in the table below.

Quantitative Information about Level 3 Fair Value Measurements

Weighted

Valuation Technique

Unobservable Input

Range

Average*

Private equity investments

Market comparable companies

EBITDA multiple

4.0

6.5

5.2

* Unobservable inputs were weighted by the relative fair value of the instruments.

Instruments Measured at Fair Value on a Nonrecurring Basis

For assets measured at fair value on a nonrecurring basis during the first six months of 2026 and 2025, and still held as of June 30, 2026 and 2025, the following table provides the adjustments to fair value recognized during the respective periods, the level of valuation inputs used to determine each adjustment, and the carrying value of the related individual assets or portfolios at June 30, 2026 and 2025.


			Fair Value Measurements Using
(In thousands)	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Gains (Losses) Recognized During the Six Months Ended June 30
June 30, 2026
Collateral dependent loans	$	9,140	$	—	$	—	$	9,140	$	(3,749)




Long-lived assets	703		—		—		703		(126)

June 30, 2025
Collateral dependent loans	$	251	$	—	$	—	$	251	$	(147)

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17. Fair Value of Financial Instruments

The carrying amounts and estimated fair values of financial instruments held by the Company are set forth below. Fair value estimates are made at a specific point in time based on relevant market information. They do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for many of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, risk characteristics and economic conditions. These estimates are subjective, involve uncertainties, and cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

The estimated fair values of the Company’s financial instruments and the classification of their fair value measurement within the valuation hierarchy are as follows at June 30, 2026 and December 31, 2025:


	Carrying Amount		Estimated Fair Value at June 30, 2026
(In thousands)			Level 1		Level 2		Level 3		Total
Financial Assets
Loans:
Business	$	7,115,984	$	—	$	—	$	7,013,375	$	7,013,375
Real estate - construction and land	1,493,455		—		—		1,465,846		1,465,846
Real estate - business	4,064,253		—		—		3,985,828		3,985,828
Real estate - personal	4,369,077		—		—		4,086,228		4,086,228
Consumer	2,527,448		—		—		2,505,133		2,505,133
Revolving home equity	649,332		—		—		634,254		634,254
Consumer credit card	561,277		—		—		508,391		508,391
Overdrafts	52,655		—		—		52,524		52,524
Total loans	20,833,481		—		—		20,251,579		20,251,579
Loans held for sale	3,799		—		3,799		—		3,799




Investment securities	8,656,217		3,528,342		4,884,173		243,702		8,656,217
Federal funds sold	2,010		2,010		—		—		2,010
Securities purchased under agreements to resell	1,150,000		—		—		1,149,880		1,149,880
Interest earning deposits with banks	2,260,162		2,260,162		—		—		2,260,162
Cash and due from banks	645,674		645,674		—		—		645,674
Derivative instruments	44,154		—		43,978		176		44,154
Assets held in trust for deferred compensation plan	24,569		24,569		—		—		24,569
Total	$	33,620,066	$	6,460,757	$	4,931,950	$	21,645,337	$	33,038,044
Financial Liabilities
Non-interest bearing deposits	$	8,172,552	$	8,172,552	$	—	$	—	$	8,172,552
Savings, interest checking and money market deposits	17,320,654		17,320,654		—		—		17,320,654
Certificates of deposit	2,382,496		—		—		2,407,213		2,407,213
Federal funds purchased	121,820		121,820		—		—		121,820
Securities sold under agreements to repurchase	2,306,471		—		—		2,308,593		2,308,593
Other borrowings	26,183		20,756		5,427		—		26,183
Derivative instruments	16,722		—		16,692		30		16,722
Liabilities held in trust for deferred compensation plan	24,569		24,569		—		—		24,569
Total	$	30,371,467	$	25,660,351	$	22,119	$	4,715,836	$	30,398,306

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	Carrying Amount		Estimated Fair Value at December 31, 2025
(In thousands)			Level 1		Level 2		Level 3		Total
Financial Assets
Loans:
Business	$	6,439,380	$	—	$	—	$	6,367,754	$	6,367,754
Real estate - construction and land	1,438,012		—		—		1,415,490		1,415,490
Real estate - business	3,674,567		—		—		3,628,499		3,628,499
Real estate - personal	3,053,435		—		—		2,815,384		2,815,384
Consumer	2,196,822		—		—		2,188,772		2,188,772
Revolving home equity	375,159		—		—		371,998		371,998
Consumer credit card	589,694		—		—		535,660		535,660
Overdrafts	4,194		—		—		4,045		4,045
Total loans	17,771,263		—		—		17,327,602		17,327,602
Loans held for sale	4,329		—		4,329		—		4,329




Investment securities	9,413,603		3,339,866		5,842,326		231,411		9,413,603

Securities purchased under agreements to resell	850,000		—		—		869,427		869,427
Interest earning deposits with banks	2,744,393		2,744,393		—		—		2,744,393
Cash and due from banks	803,239		803,239		—		—		803,239
Derivative instruments	51,421		—		51,232		189		51,421
Assets held in trust for deferred compensation plan	23,276		23,276		—		—		23,276
Total	$	31,661,524	$	6,910,774	$	5,897,887	$	18,428,629	$	31,237,290
Financial Liabilities
Non-interest bearing deposits	$	8,205,711	$	8,205,711	$	—	$	—	$	8,205,711
Savings, interest checking and money market deposits	15,047,406		15,047,406		—		—		15,047,406
Certificates of deposit	2,386,459		—		—		2,418,268		2,418,268
Federal funds purchased	128,625		128,625		—		—		128,625
Securities sold under agreements to repurchase	2,861,016		—		—		2,863,921		2,863,921
Other borrowings	12,739		12,739		—		—		12,739
Derivative instruments	18,795		—		18,718		77		18,795
Liabilities held in trust for deferred compensation plan	23,276		23,276		—		—		23,276
Total	$	28,684,027	$	23,417,757	$	18,718	$	5,282,266	$	28,718,741

18. Legal and Regulatory Proceedings

The Company has various legal proceedings pending at June 30, 2026, arising in the normal course of business. While some matters pending against the Company specify damages claimed by plaintiffs, others do not seek a specified amount of damages or are at early stages of the legal process. The Company records a loss accrual for all legal and regulatory matters for which it deems a loss is probable and can be reasonably estimated. Some matters, which are in the early stages, have not yet progressed to the point where a loss amount can be determined to be probable and estimable.

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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes and with the statistical information and financial data appearing in this report as well as the Company's 2025 Annual Report on Form 10-K. Results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of results to be attained for any other period.

Acquisition

On January 1, 2026, the Company completed its previously announced acquisition of FineMark Holdings, Inc. ("FineMark"), a bank holding company headquartered in Fort Myers, Florida, pursuant to the Agreement and Plan of Merger dated June 16, 2025. Immediately after the merger, FineMark's wholly-owned subsidiary, FineMark National Bank & Trust, merged into the Bank, with the Bank continuing as the surviving bank. The acquisition added total assets of approximately $4.0 billion, including loans of $2.6 billion, total deposits of $3.1 billion, and assets under administration of $8.7 billion, as well as 13 banking offices in Florida, Arizona and South Carolina.

Forward-Looking Information

This report may contain "forward-looking statements" that are subject to risks and uncertainties and include information about possible or assumed future results of operations. Many possible events or factors could affect the future financial results and performance of the Company. This could cause results or performance to differ materially from those expressed in the forward-looking statements. Words such as "expects", "anticipates", "believes", "estimates", variations of such words and other similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers should not rely solely on the forward-looking statements and should consider all uncertainties and risks discussed throughout this report. Forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events. Such possible events or factors include: changes in economic conditions in the Company's market area; changes in policies by regulatory agencies; governmental legislation and regulation; fluctuations in interest rates; changes in liquidity requirements; demand for loans in the Company's market area; changes in accounting and tax principle;, estimates made on income taxes; competition with other entities that offer financial services; cybersecurity threats; risks related to the merger with FineMark including, among others, (i) the Company's ability to promptly and effectively integrate the merger, (ii) diversion of management’s attention from ongoing business operations and opportunities, (iii) cost savings and any revenue synergies from the merger may not be fully realized or may take longer than anticipated to be realized, (iv) deposits attrition, customer or employee loss and/or revenue loss as a result of the merger, and (v) expenses related to the merger being greater than expected; and such other factors as discussed in Part I Item 1A - "Risk Factors" and Part II Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's 2025 Annual Report on Form 10-K and Part II, Item 1A. - "Risk Factors" in this report.

Critical Accounting Estimates and Related Policies

The Company has identified certain policies as being critical because they require management to make particularly difficult, subjective and/or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be reported under different conditions or using different assumptions. These estimates and related policies are the Company's allowance for credit losses and fair value measurement policies. A discussion of these estimates and related policies can be found in the sections captioned "Critical Accounting Policies" and "Allowance for Credit Losses on Loans and Liability for Unfunded Lending Commitments" in Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's 2025 Annual Report on Form 10-K. There have been no changes in the Company's application of critical accounting policies since December 31, 2025.

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Selected Financial Data


	Three Months Ended June 30						Six Months Ended June 30
	2026			2025			2026			2025
Per Share Data
Net income per common share — basic	$	1.10		$	1.09	*	$	2.06		$	2.02	*
Net income per common share — diluted	1.10			1.09		*	2.06			2.02		*
Cash dividends on common stock	.275			.262		*	.550			.524		*
Book value per common share							30.45			26.12		*
Market price							57.75			59.21		*
Selected Ratios
(Based on average balance sheets)
Loans to deposits (1)	74.44		%	70.22		%	73.94		%	69.80		%
Non-interest bearing deposits to total deposits	29.15			29.52			28.79			29.45
Equity to loans (1)	21.25			20.09			21.31			19.83
Equity to deposits	15.82			14.11			15.75			13.84
Equity to total assets	12.50			11.23			12.39			10.97
Return on total assets	1.84			1.95			1.73			1.82

Return on equity	14.70			17.40			13.96			16.63
(Based on end-of-period data)
Non-interest income to revenue (2)	36.85			37.15			36.91			37.14
Efficiency ratio (3)	58.40			54.77			59.19			55.18
Tier I common risk-based capital ratio							16.85			17.17
Tier I risk-based capital ratio							16.85			17.17
Total risk-based capital ratio							17.64			17.94
Tangible common equity to tangible assets ratio (4)							11.39			10.86
Tier I leverage ratio							12.81			12.75

* Restated for the 5% stock dividend distributed in December 2025.

(1) Includes loans held for sale.

(2) Revenue includes net interest income and non-interest income.

(3) The efficiency ratio is calculated as non-interest expense (excluding intangibles amortization) as a percent of revenue.

(4) The tangible common equity to tangible assets ratio is a measurement which management believes is a useful indicator of capital adequacy and utilization.

It provides a meaningful basis for period to period and company to company comparisons, and also assists regulators, investors and analysts in analyzing the financial position of the Company. Tangible common equity and tangible assets are non-GAAP measures and should not be viewed as substitutes for, or superior to, data prepared in accordance with GAAP.

The following table is a reconciliation of the GAAP financial measures of total equity and total assets to the non-GAAP measures of total tangible common equity and total tangible assets.


	June 30
(Dollars in thousands)	2026			2025
Total equity	$	4,381,805		$	3,660,114
Less non-controlling interest	24,127			19,542

Less goodwill	253,805			146,539
Less intangible assets*	131,003			3,785
Total tangible common equity (a)	$	3,972,870		$	3,490,248
Total assets	$	35,269,167		$	32,284,247
Less goodwill	253,805			146,539
Less intangible assets*	131,003			3,785
Total tangible assets (b)	$	34,884,359		$	32,133,923
Tangible common equity to tangible assets ratio (a)/(b)	11.39		%	10.86		%

* Intangible assets other than mortgage servicing rights.

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Results of Operations

Summary


	Three Months Ended June 30						Six Months Ended June 30
(Dollars in thousands)	2026		2025		% change			2026		2025		% change
Net interest income (expense)	$	315,085	$	280,147	12.5	%		$	614,925	$	549,249	12.0	%
Provision for credit losses	(8,731)		(5,597)		56.0			(19,691)		(20,084)		(2.0)
Non-interest income	183,828		165,613		11.0			359,679		324,562		10.8
Investment securities gains (losses), net	12,830		437		N.M.			24,477		(7,154)		N.M.
Non-interest expense	(297,068)		(244,437)		21.5			(588,194)		(482,813)		21.8
Income taxes	(45,775)		(42,400)		8.0			(86,656)		(79,364)		9.2
Non-controlling interest income (expense)	(379)		(1,284)		(70.5)			(3,127)		(325)		N.M.
Net income attributable to Commerce Bancshares, Inc.	$	159,790	$	152,479	4.8	%		$	301,413	$	284,071	6.1	%

N.M. - Not meaningful.

For the quarter ended June 30, 2026, net income attributable to Commerce Bancshares, Inc. (net income) amounted to $159.8 million, an increase of $7.3 million, or 4.8%, compared to the second quarter of the previous year. For the current quarter, the annualized return on average assets was 1.84%, the annualized return on average equity was 14.70%, and the efficiency ratio was 58.40%. Diluted earnings per common share was $1.10 per share in the current quarter, an increase of .92% compared to $1.09 per share in the second quarter of 2025, and increased 14.6% compared to $.96 per share in the previous quarter.

Compared to the second quarter of last year, net interest income increased $34.9 million, or 12.5%, mainly due to increases in interest income on loans and interest income on investment securities of $31.0 million and $2.7. million, respectively. Interest expense on deposits increased $3.3 million, while interest expense on borrowings decreased $2.5 million. The provision for credit losses increased $3.1 million compared to the same quarter in the prior year. Non-interest income increased $18.2 million, or 11.0%, compared to the second quarter of 2025, mainly due to increases in trust fees and deposit account fees of $15.9 million and $3.0 million, respectively. Net gains on investment securities totaled $12.8 million in the current quarter compared to net gains of $437 thousand in the same quarter of last year. Securities gains in the current quarter primarily resulted from net gains of $114.1 million recorded on equity securities, largely offset by net losses of $97.7 million on sales of available for sale debt securities. Non-interest expense increased $52.6 million, or 21.5%, over the second quarter of 2025, mainly due to higher salaries and benefits expense of $24.9 million, primarily a result of onboarding FineMark team members at the beginning of 2026. Data processing and software expense and professional and other services expense also increased $5.3 million and $3.5 million, respectively. Additionally, other non-interest expense increased $15.6 million, primarily due to $12.0 million in litigation expense and $5.4 million in intangible amortization expense related to the FineMark acquisition.

Net income for the first six months of 2026 totaled $301.4 million, an increase of $17.3 million, or 6.1% from the same period last year. Diluted earnings per common share was $2.06, an increase of 1.98% compared to $2.02 per share in the same period last year. For the first six months of 2026, the annualized return on average assets was 1.73%, the annualized return on average equity was 13.96%, and the efficiency ratio was 59.19%. Net interest income increased $65.7 million, or 12.0%, over the same period last year. This growth was largely due to an increase in interest income on loans of $65.2 million. Interest expense on deposits increased $7.4 million, while interest expense on borrowings decreased $5.2 million, over the same period last year. The provision for credit losses was $19.7 million for the first six months of 2026, compared to a provision of $20.1 million in the same period last year. Non-interest income increased $35.1 million, or 10.8%, from the first six months of last year largely due to increases in trust fees and deposit account fees, partly offset by lower gains of sales on assets. Non-interest expense increased $105.4 million, or 21.8%, over the first six months of last year, mainly due to higher salaries and benefits expense of $52.6 million, primarily a result of onboarding FineMark team members at the beginning of 2026. Professional and other services expense increased $12.3 million, partly due to acquisition-related legal and professional fees, while data processing and software expense increased $11.4 million. Additionally, other non-interest expense increased $22.6 million over the same period in the prior year, mainly due to $12.0 million in litigation expense and an increase of $10.7 million in acquisition-related intangible amortization expense.

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Net Interest Income

The following table summarizes the changes in net interest income on a fully taxable-equivalent basis, by major category of interest earning assets and interest bearing liabilities, identifying changes related to volumes and rates. Changes not solely due to volume or rate are allocated to rate.

Analysis of Changes in Net Interest Income


	Three Months Ended June 30, 2026 vs. 2025						Six Months Ended June 30, 2026 vs. 2025
	Change due to						Change due to
(In thousands)	Average Volume		Average Rate		Total		Average Volume		Average Rate		Total
Interest income, fully taxable-equivalent basis:
Loans:
Business	$	9,076	$	(5,864)	$	3,212	$	17,642	$	(11,869)	$	5,773
Real estate - construction and land	2,117		(3,829)		(1,712)		5,313		(6,623)		(1,310)
Real estate - business	5,465		(2,136)		3,329		10,943		(3,446)		7,497
Real estate - personal	14,342		5,304		19,646		28,814		11,226		40,040
Consumer	5,199		(1,883)		3,316		10,642		(3,745)		6,897
Revolving home equity	4,946		(213)		4,733		9,468		(179)		9,289
Consumer credit card	(498)		(823)		(1,321)		(664)		(1,991)		(2,655)
Overdrafts	—		—		—		—		—		—
Total interest on loans	40,647		(9,444)		31,203		82,158		(16,627)		65,531
Loans held for sale	(9)		(8)		(17)		8		(19)		(11)
Investment securities:
U.S. government and federal agency obligations	7,908		3,979		11,887		13,981		197		14,178
Government-sponsored enterprise obligations	(3)		1		(2)		(6)		—		(6)
State and municipal obligations	(430)		50		(380)		(910)		133		(777)
Mortgage-backed securities	(3,246)		195		(3,051)		(6,206)		550		(5,656)
Asset-backed securities	(4,914)		124		(4,790)		(8,753)		1,105		(7,648)
Other securities	1,022		(2,076)		(1,054)		1,408		(3,142)		(1,734)
Total interest on investment securities	337		2,273		2,610		(486)		(1,157)		(1,643)
Federal funds sold	6		(2)		4		(9)		(9)		(18)
Securities purchased under agreements to resell	848		28		876		1,418		495		1,913
Interest earning deposits with banks	5,995		(4,867)		1,128		12,691		(10,467)		2,224
Total interest income	47,824		(12,020)		35,804		95,780		(27,784)		67,996
Interest expense:
Deposits:
Savings	3		22		25		4		68		72
Interest checking and money market	8,286		(2,950)		5,336		17,543		(6,100)		11,443
Certificates of deposit of less than $100,000	538		(1,118)		(580)		1,140		(2,569)		(1,429)
Certificates of deposit of $100,000 and over	393		(1,905)		(1,512)		1,571		(4,304)		(2,733)
Total interest on deposits	9,220		(5,951)		3,269		20,258		(12,905)		7,353
Federal funds purchased	1,310		(436)		874		1,456		(686)		770
Securities sold under agreements to repurchase	(511)		(2,852)		(3,363)		(856)		(5,951)		(6,807)
Other borrowings	(13)		(10)		(23)		858		(13)		845
Total interest expense	10,006		(9,249)		757		21,716		$	(19,555)	$	2,161
Net interest income, fully taxable-equivalent basis	$	37,818	$	(2,771)	$	35,047	$	74,064	$	(8,229)	$	65,835

Net interest income in the second quarter of 2026 was $315.1 million, an increase of $34.9 million over the second quarter of 2025. On a fully taxable-equivalent (FTE) basis, net interest income totaled $317.5 million in the second quarter of 2026, up $35.0 million over the same period last year and up $15.3 million over the previous quarter. The increase in net interest income

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compared to the second quarter of 2025 was mainly due to an increase in average loan balances in connection with the acquisition of FineMark on January 1, 2026. Accretion income on FineMark's loans resulting from purchase accounting adjustments totaled $6.2 million in the second quarter of 2026. Interest income earned on loans (FTE) increased over the same period in the prior year mainly due to higher average loan balances, partly offset by lower average rates earned. Total interest earned on investment securities (FTE) increased mainly due to higher average rates earned, while the increase in deposit interest expense was mainly due to higher average balances, partly offset by lower average rates paid. Interest expense on securities sold under agreements to repurchase decreased mainly due to lower average rates paid. The Company's net yield on earning assets (FTE) was 3.77% in the current quarter compared to 3.70% in the second quarter of 2025.

Total interest income (FTE) increased $35.8 million over the second quarter of 2025. Interest income on loans (FTE) was $293.3 million during the second quarter of 2026, an increase of $31.2 million, or 11.9%, over the same quarter last year. The increase in loan interest income over the same quarter of last year was primarily due to growth of $3.0 billion, or 17.3%, in average loan balances, partly offset by lower average rates earned, which declined 28 basis points. Most of the increase in interest income was due to the acquisition of FineMark, which added $2.7 billion in loan balances. The largest increase to interest income occurred in personal real estate loan interest, which grew $19.6 million due to a $1.3 billion, or 43.9%, increase in average balances coupled with a 49 basis point increase in the average rate earned. Revolving home equity loan interest income increased $4.7 million mainly due to a $267.7 million, or 73.9%, increase in average balances. Business real estate loan interest income increased $3.3 million due to higher average balances of $370.3 million, or 10.0%, partly offset by a decrease of 22 basis points in the average rate earned. The $3.3 million increase in consumer loan interest income was due to a $324.3 million, or 15.1%, increase in average balances, partly offset by a decline of 31 basis points in the average rate earned. Business loan interest income grew $3.2 million due to higher average balances of $617.1 million, or 9.9%, partly offset by a 33 basis point decrease in the average rate earned. These increases in interest income were slightly offset by decreases in construction and land loan and consumer credit card loan interest income. Interest income on construction and land loans decreased $1.7 million due to a 99 basis point decrease in the average rate earned, partly offset by an increase in average balances of $114.9 million, or 8.0%. Consumer credit card loan interest income declined $1.3 million due to a 60 basis point decrease in the average rate earned and a $15.2 million, or 2.7% decrease in the average balance.

Interest income on investment securities (FTE) was $83.2 million during the second quarter of 2026, which was an increase of $2.6 million over the same quarter last year. The largest increase in interest income occurred in interest earned on U.S. government and federal agency obligations, which grew $11.9 million, driven by higher average balances of $741.1 million, or 28.2%, and an increase of 48 basis points in the average rate earned. Interest income related to the Company's U.S. Treasury inflation-protected securities (TIPS), which is tied to the non-seasonally adjusted Consumer Price Index (CPI-U), increased $5.0 million over the same quarter last year. During the second quarter of 2026, the Company sold its TIPS portfolio as part of its available for sale debt securities portfolio repositioning. The increase in interest income was partly offset by a decline in interest income earned on asset-backed and mortgage-backed securities, which declined $4.8 million and $3.1 million, respectively. Interest income earned on asset-backed securities declined due to a $528.4 million, or 33.3%, decrease in average balances. A decrease of $626.0 million, or 13.5%, in average balances led to the decline in interest income on mortgage-backed securities. In addition, the Company recorded a $1.1 million adjustment to premium amortization at June 30, 2026, which increased interest income and reflected slower forward prepayment speed estimates on mortgage-backed securities. This increase was higher than the $1.0 million adjustment increasing income in the same quarter last year. The average balance of the total investment portfolio (excluding unrealized fair value adjustments on available for sale debt securities) was $9.8 billion in the second quarter of 2026 and $10.2 billion in the second quarter of 2025.

Interest income on securities purchased under agreements to resell increased $876 thousand over the same quarter last year, mainly due to the growth of $84.6 million in the average balance. These resale agreements were structured with floor spreads to protect against falling interest rates. Interest income on deposits at the Federal Reserve increased $1.1 million due to an increase of $539.2 million in the average balance, partly offset by a decline of 76 basis points in the average rate earned.

The average fully taxable-equivalent yield on total interest earning assets was 4.87% in the second quarter of 2026, down from 4.90% in the second quarter of 2025.

Total interest expense increased $757 thousand compared to the second quarter of 2025 due an increase of $3.3 million in interest expense on interest bearing deposits, partly offset by a decrease of $2.5 million in interest expense on borrowings. The increase in deposit interest expense was primarily due to the acquisition of FineMark, which added $2.7 billion in interest bearing deposit balances. Compared to the same quarter last year, interest expense on interest checking and money market deposit balances increased $5.3 million due to growth of $1.9 billion, or 13.4%, in average balances, partly offset by a four basis point decline in the average rate paid. Interest expense on certificate of deposit accounts decreased $2.1 million due to a 45 basis point decline in average rates paid, partly offset by an increase of $69.4 million, or 2.9%, in average balances. The overall rate paid on total deposits decreased ten basis points from the same quarter last year. Interest expense on customer

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repurchase agreements decreased $3.4 million due to a 50 basis point decline in the average rate paid and a decrease of $71.9 million, or 3.0%, in the average balance. The overall average rate incurred on all interest bearing liabilities was 1.68% and 1.83% in the second quarters of 2026 and 2025, respectively.

Total interest income (FTE) for the first six months of 2026 increased $65.8 million over the same period last year mainly due to higher interest income on loans (FTE), securities purchased under agreements to resell and deposit balances at the Federal Reserve, slightly offset by lower interest income on investment securities (FTE). Loan interest income (FTE) increased $65.5 million, or 12.6%, due to a $3.1 billion, or 17.6%, increase in average loan balances, partly offset by a decline of 25 basis points in the average rate earned. Most of the increase in interest income was due to loan balances acquired in the FineMark acquisition. Increases in interest income occurred in the personal real estate, revolving home equity, business real estate, business and consumer loan categories, while decreases occurred in the construction and land and consumer credit card loan categories. Interest income on investment securities (FTE) decreased $1.6 million mainly due to decreases in average balances of asset-backed securities and mortgage-backed securities, partly offset by an increase in average balances of U.S. government and federal agency obligations. Interest earned on asset-backed securities decreased $7.6 million mainly due to a decline in average balances of $491.7 million, while interest earned on mortgage-backed securities decreased $5.7 million mainly due to lower average balances of $601.7 million. These decreases in interest income on investment securities were partly offset by increases in interest earned on U.S. government and federal agency securities of $14.2 million due to higher average balances of $672.9 million, or 25.8%. Higher interest income of $1.9 million was earned on securities purchased under agreements to resell, which saw growth in both average balances and rates earned. Interest income on balances at the Federal Reserve increased $2.2 million due to a $573.8 million increase in the average balance invested, partly offset by a 76 basis point decline in the average rate earned.

Total interest expense for the first six months of 2026 increased $2.2 million compared to the same period last year. Interest expense on deposits increased $7.4 million, due to a $2.1 billion increase in average balances, partly offset by an 11 basis point decline in the average rate paid. Interest expense on borrowings decreased $5.2 million, due to lower interest expense on securities sold under agreements to repurchase of $6.8 million resulting from lower average rates paid and average balances. This decrease was partly offset by higher interest expense on federal funds purchased of $770 thousand, mainly due to lower average rates paid, partly offset by an increase in average balances, while interest expense on other borrowings increased $845 thousand mainly due to higher average balances. The overall cost of total interest bearing liabilities decreased to 1.70% compared to 1.87% in the same period last year.

Summaries of average assets and liabilities and the corresponding average rates earned/paid appear on the last page of this discussion.

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Non-Interest Income


	Three Months Ended June 30										Six Months Ended June 30
							Increase (Decrease)											Increase (Decrease)
(Dollars in thousands)	2026			2025			Amount		% change			2026			2025			Amount		% change
Trust fees	$	71,512		$	55,571		$	15,941	28.7	%		$	142,561		$	112,163		$	30,398	27.1	%
Bank card transaction fees	48,121			46,362			1,759		3.8			93,706			91,955			1,751		1.9
Deposit account charges and other fees	29,259			26,248			3,011		11.5			57,837			52,870			4,967		9.4
Consumer brokerage services	5,862			5,383			479		8.9			11,306			10,168			1,138		11.2
Capital market fees	5,667			6,175			(508)		(8.2)			11,005			11,287			(282)		(2.5)
Loan fees and sales	3,274			3,419			(145)		(4.2)			6,517			6,823			(306)		(4.5)
Other	20,133			22,455			(2,322)		(10.3)			36,747			39,296			(2,549)		(6.5)
Total non-interest income	$	183,828		$	165,613		$	18,215	11.0	%		$	359,679		$	324,562		$	35,117	10.8	%
Non-interest income as a % of total revenue*	36.8		%	37.2		%						36.9		%	37.1		%

* Total revenue includes net interest income and non-interest income.

The table below is a summary of net bank card transaction fees for the six month periods ended June 30, 2026 and 2025.


	Three Months Ended June 30								Six Months Ended June 30
(Dollars in thousands)	2026		2025		$ change		% change		2026		2025		$ change		% change
Net debit card fees	$	11,192	$	11,260	$	(68)	(.6)	%	$	21,781	$	21,548	$	233	1.1	%
Net credit card fees	4,046		3,242		804		24.8		7,481		6,850		631		9.2
Net merchant fees	6,146		5,934		212		3.6		11,729		11,701		28		.2
Net corporate card fees	26,737		25,926		811		3.1		52,715		51,856		859		1.7
Total bank card transaction fees	$	48,121	$	46,362	$	1,759	3.8	%	$	93,706	$	91,955	$	1,751	1.9	%

For the second quarter of 2026, total non-interest income amounted to $183.8 million compared to $165.6 million in the same quarter last year, which was an increase of $18.2 million, or 11.0%. The increase was mainly due to higher trust fees and deposit account fees. Trust fees increased $15.9 million, or 28.7%, mainly due to growth of $14.9 million in private client trust fees. Bank card transaction fees for the current quarter increased $1.8 million, or 3.8%, over the same period last year, mainly due to growth in net corporate card and net credit card fees. Net corporate card fees increased $811 thousand compared to the same period last year primarily due to higher interchange fees. Net credit card fees increased $804 thousand mainly due to lower rewards expense and higher interchange fees. Net merchant fees increased $212 thousand mainly due to lower royalty expense and lower network expense, while net debit card fees declined $68 thousand. Compared to the second quarter of last year, deposit account fees increased $3.0 million, or 11.5%, mainly due to higher corporate cash management fees of $2.7 million. Consumer brokerage service fees increased $479 thousand, or 8.9%, mainly due to higher advisory fees, while capital market fees decreased $508 thousand, or 8.2%, mainly due to lower underwriting income. Other non-interest income decreased $2.3 million, or 10.3%, mainly due to decreases of $4.7 million in gains on the sales of assets and $1.0 million in tax credit sales fees. These decreases were partly offset by increases in cash sweep commissions and interest rate swap fees of $1.3 million and $577 thousand, respectively.

Non-interest income for the first six months of 2026 was $359.7 million compared to $324.6 million in the first six months of 2025, which was an increase of $35.1 million, or 10.8%. The increase was mainly due to higher trust fees, deposit account fees and bank card fees. Trust fees increased $30.4 million, or 27.1%, mainly due to higher private client and institutional trust fees. Bank card transaction fees for the current year increased $1.8 million, or 1.9%, over the same period last year, mainly due to growth of $859 thousand in net corporate card fees, $631 thousand in net credit card fees and $233 thousand in net debit card fees. Deposit account fees increased $5.0 million, or 9.4%, mainly due to higher corporate cash management and overdraft and return item fees. Consumer brokerage service fees increased $1.1 million, or 11.2%, mainly due to higher advisory fees. Capital market fees decreased $282 thousand, or 2.5%, while loan fees and sales decreased $306 thousand, or 4.5%, mainly due to lower loan commitment fees. Other non-interest income decreased $2.5 million, or 6.5%, mainly due to decreases of $5.7 million in gains on the sales of assets and $1.4 million in tax credit sales fees. In addition, a decrease in fair value adjustments of $723 thousand was recorded on the Company's deferred compensation plan assets and liabilities. These decreases were partly offset by increases in cash sweep commissions of $2.4 million, bank-owned life insurance income of $936 thousand, and ACH network fees of $814 thousand.

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Investment Securities Gains (Losses), Net


	Three Months Ended June 30				Six Months Ended June 30
(In thousands)	2026		2025		2026		2025
Net gains (losses) on sales of available for sale debt securities	$	(97,686)	$	(4,218)	$	(97,686)	$	(4,214)


Net gains (losses) on equity securities	114,117		1,874		114,277		1,777
Net gains (losses) on sales of private equity investments	350		(1,633)		947		(606)
Fair value adjustments on private equity investments	(3,951)		4,414		6,939		(4,111)



Total investment securities gains (losses), net	$	12,830	$	437	$	24,477	$	(7,154)

Net gains and losses on investment securities, which were recognized in earnings during the three months ended June 30, 2026 and 2025, are shown in the table above. Net securities gains of $12.8 million were reported in the second quarter of 2026, compared to net gains of $437 thousand in the same period last year. The net gains in the second quarter of 2026 were mainly comprised of net gains of $114.1 million on equity securities, primarily related to gains recorded on the Company's shares of Visa, as described in Note 4, Investment Securities. The $114.1 million gain on equity securities during the second quarter of 2026 was mainly comprised of $34.5 million in gains on sales of the Company's Visa common stock and gains in fair value of $71.0 million recorded on the Company's Visa common stock still held at June 30 2026. Additionally, the Company recorded $8.6 million in net gains on other equity securities. These gains were largely offset by net losses of $97.7 million on sales of available for sale debt securities, related to the Company's available for sale debt portfolio repositioning, in which the Company sold bonds with an amortized cost of $904.7 million and subsequently reinvested the proceeds into higher yielding available for sale debt securities. Additional information about the Company's available for sale debt portfolio repositioning transactions is discussed in Note 4, Investment Securities. In addition to losses on available for sale debt securities, losses in fair value of $4.0 million were recorded on private equity investments during the second quarter of 2026. During the second quarter of 2025, the net gains on investment securities were primarily comprised of net gains in fair value of $4.4 million recorded on private equity investments and net gains of $1.9 million on equity investments, mostly offset by net losses of $4.2 million on sales of available for sale debt securities.

Net gains on investment securities of $24.5 million were recognized in earnings for the six months ended June 30, 2026, compared to net losses of $7.2 million for the same period in 2025. Net gains in the first half of 2026 were mainly comprised of net gains of $114.3 million on equity securities, mainly Visa common stock as described above, and net gains in fair value of $6.9 million recorded on private equity investments, partially offset by net losses of $97.7 million on sales of available for sale debt securities related to the available for sale debt securities portfolio repositioning. Net losses in the first half of 2025 were mainly comprised of net losses of $4.2 million on sales of available for sale debt securities and net losses in fair value of $4.1 million recorded on private equity investments, partly offset by net gains of $1.8 million on equity securities. The portion of private equity activity attributable to minority interests is reported as non-controlling interest in the consolidated statements of income and resulted in expense of $1.6 million during the first six months of 2026 and income of $943 thousand during the first six months of 2025.

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Non-Interest Expense


	Three Months Ended June 30								Six Months Ended June 30
					Increase (Decrease)									Increase (Decrease)
(Dollars in thousands)	2026		2025		Amount		% change			2026		2025		Amount		% change
Salaries and employee benefits	$	179,954	$	155,025	$	24,929	16.1	%		$	360,741	$	308,103	$	52,638	17.1	%
Data processing and software	38,241		32,904		5,337		16.2			76,569		65,142		11,427		17.5
Professional and other services	16,506		12,973		3,533		27.2			35,298		22,999		12,299		53.5
Net occupancy	14,638		13,654		984		7.2			29,946		27,674		2,272		8.2
Marketing	6,413		5,974		439		7.3			13,370		11,817		1,553		13.1
Equipment	5,870		5,157		713		13.8			11,541		10,405		1,136		10.9
Supplies and communication	5,484		4,962		522		10.5			10,722		10,008		714		7.1
Deposit insurance	3,841		3,312		529		16.0			7,755		7,056		699		9.9
Other	26,121		10,476		15,645		149.3			42,252		19,609		22,643		115.5
Total non-interest expense	$	297,068	$	244,437	$	52,631	21.5	%		$	588,194	$	482,813	$	105,381	21.8	%

Non-interest expense for the second quarter of 2026 amounted to $297.1 million, an increase of $52.6 million, or 21.5%, compared to expense of $244.4 million in the second quarter of last year. The increase in expense over the same period last year was mainly due to higher salaries and employee benefits expense, data processing and software expense, professional and other services expense, litigation expense and intangible amortization expense. Salaries and employee benefits expense increased $24.9 million, or 16.1%, mainly due to the onboarding of FineMark's team members at the beginning of 2026. Acquisition-related salaries and benefits expense was $3.7 million in the current quarter. Full-time equivalent employees totaled 4,976 at June 30, 2026, compared to 4,658 at June 30, 2025. Data processing and software expense increased $5.3 million, or 16.2%, mainly due to higher costs for service providers and software. Professional and other services expense, which increased $3.5 million, or 27.2%, included $1.5 million of acquisition-related legal and professional services expense. Net occupancy expense increased $984 thousand, or 7.2%, and equipment expense increased $713 thousand, or 13.8%, both mainly due to higher depreciation expense. Supplies and communication expense increased $522 thousand, or 10.5%, mainly due to higher supplies and postage and courier expense. Other non-interest expense increased $15.6 million, mainly due to increases of $12.0 million in litigation expense and $5.4 million in intangible amortization expense related to the FineMark acquisition.

Non-interest expense amounted to $588.2 million for the first six months of 2026, an increase of $105.4 million, or 21.8%, over the first six months of 2025. Salaries and benefits expense increased $52.6 million, or 17.1%, mainly due to an accrual for retention bonuses, acquisition-related compensation payments and the onboarding of FineMark's team members. Salaries and benefits expense included acquisition-related costs of $10.3 million for the first six months of 2026. Full-time salaries, incentive compensation and stock compensation expense increased $28.2 million, $12.9 million and $4.3 million, respectively, over the prior year. Data processing and software expense increased $11.4 million, or 17.5%, due to increased costs for service providers and software expense. Professional and other services expense increased $12.3 million, or 53.5%, and included $6.1 million in acquisition-related legal and professional fees. Occupancy expense increased $2.3 million, or 8.2%, and equipment expense increased $1.1 million, or 10.9%, both mainly due to higher depreciation expense. Marketing expense increased $1.6 million, or 13.1%, and supplies and communication expense increased $714 thousand, or 7.1%, mainly due to higher supplies and data network expense. Other non-interest expense increased $22.6 million, mainly due to increases of $12.0 million in litigation expense, $10.7 million in acquisition-related intangible amortization expense and $1.2 million in travel an entertainment expense.

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Provision and Allowance for Credit Losses on Loans and Liability for Unfunded Lending Commitments


	Three Months Ended						Six Months Ended June 30
(In thousands)	June 30, 2026		Mar. 31, 2026		June 30, 2025		2026		2025
ALLOWANCE FOR CREDIT LOSSES ON LOANS
Balance at end of prior period	$	198,605	$	179,468	$	167,031	$	179,468	$	162,742
Initial allowance for credit losses on purchased credit deteriorated loans at acquisition	—		2,958		—		2,958		—
Initial allowance for credit losses on purchased seasoned loans at acquisition	—		19,870		—		19,870		—

Provision for credit losses on loans	6,311		11,283		7,919		17,594		23,014
Net loan charge-offs (recoveries):
Commercial:
Business	224		241		432		465		478
Real estate-construction and land	—		—		24		—		24
Real estate-business	(7)		5,405		(425)		5,398		(48)
Commercial net loan charge-offs (recoveries)	217		5,646		31		5,863		454
Personal Banking:
Real estate-personal	203		2		35		205		107
Consumer	1,598		1,768		2,168		3,366		5,020
Revolving home equity	83		6		11		89		8
Consumer credit card	7,029		7,139		7,085		14,168		14,052
Overdrafts	411		413		360		824		855
Personal banking net loan charge-offs (recoveries)	9,324		9,328		9,659		18,652		20,042
Total net loan charge-offs (recoveries)	9,541		14,974		9,690		24,515		20,496
Balance at end of period	$	195,375	$	198,605	$	165,260	$	195,375	$	165,260
LIABILITY FOR UNFUNDED LENDING COMMITMENTS


Balance at beginning of period	$	17,699	$	17,660	$	18,327	$	17,660	$	18,935
Initial allowance for credit loss at acquisition	—		362		—		362		—
Provision for credit losses on unfunded lending commitments	2,420		(323)		(2,322)		2,097		(2,930)
Balance at end of period	20,119		17,699		16,005		20,119		16,005
ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS	$	215,494	$	216,304	$	181,265	$	215,494	$	181,265

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	Three Months Ended						Six Months Ended June 30
	June 30, 2026		Mar. 31, 2026		June 30, 2025		2026		2025
Annualized net loan charge-offs (recoveries)*:
Commercial:
Business	.01	%	.01	%	.03	%	.01	%	.02	%
Real estate-construction and land	—		—		.01		—		—
Real estate-business	—		.54		(.05)		.27		—
Commercial net loan charge-offs (recoveries)	.01		.19		—		.10		.01
Personal Banking:
Real estate-personal	.02		—		—		.01		.01
Consumer	.26		.30		.40		.28		.48
Revolving home equity	.05		—		.01		.03		—
Consumer credit card	5.18		5.21		5.08		5.19		5.06
Overdrafts	22.61		23.45		25.50		23.02		29.93
Personal banking net loan charge-offs (recoveries)	.47		.47		.63		.47		.66
Total annualized net loan charge-offs (recoveries)	.19	%	.30	%	.22	%	.24	%	.24	%

* as a percentage of average loans (excluding loans held for sale)

The following schedule provides a breakdown of the allowance for credit losses on loans (ACL) by loan class and the percentage of the allowance for credit losses to the related loan class at period end.


	June 30, 2026				Mar. 31, 2026				Dec. 31, 2025
(Dollars in thousands)	Credit Loss Allowance Allocation		% of ACL to Loan Category		Credit Loss Allowance Allocation		% of ACL to Loan Category		Credit Loss Allowance Allocation		% of ACL to Loan Category
Business	$	57,295	.81	%	$	58,674	.87	%	$	53,238	.83	%
RE — construction and land	30,322		2.03		31,430		1.99		29,053		2.02
RE — business	36,013		.89		35,133		.87		34,574		.94
RE — personal	20,533		.47		22,065		.50		10,915		.36
Consumer	15,288		.60		15,838		.64		15,624		.71
Revolving home equity	3,517		.54		3,403		.55		1,738		.46

Consumer credit card	32,277		5.75		31,945		5.73		34,178		5.80
Overdrafts	130		.25		117		1.23		148		3.53

Total	$	195,375	.94	%	$	198,605	.97	%	$	179,468	1.01	%

To determine the amount of the allowance for credit losses on loans and the liability for unfunded lending commitments, the Company has an established process which assesses the risks and losses expected in its portfolios. This process provides an allowance based on estimates of allowances for pools of loans and unfunded lending commitments, as well as a second, smaller component based on certain individually evaluated loans and unfunded lending commitments. The Company's policies and processes for determining the allowance for credit losses on loans and the liability for unfunded lending commitments are discussed in Note 1 to the consolidated financial statements and in the "Allowance for Credit Losses" discussion within Critical Accounting Estimates and Related Policies in Item 7 of the 2025 Annual Report on Form 10-K.

Net loan charge-offs in the second quarter of 2026 amounted to $9.5 million, compared to $15.0 million in the prior quarter and $9.7 million in the second quarter of last year. Compared to the same period last year, net loan charge-offs in the second quarter of 2026 decreased $149 thousand and decreased $5.4 million from the previous quarter. The decrease from the prior year was mainly driven by a decrease of $418 thousand in business real estate loan recoveries, offset by a decrease of $570 thousand in consumer loan net charge-offs. The decrease in net loan charge-offs for the three months ended June 30, 2026 from the previous quarter was driven by decreases of $5.4 million, $110 thousand and $170 thousand in net charge-offs on business real estate, consumer credit card, and consumer loans, respectively, partially offset by an increase of $201 thousand in net charge-offs on personal real estate loans.

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For the three months ended June 30, 2026, annualized net charge-offs on average consumer credit card loans were 5.18%, compared to 5.21% in the previous quarter and 5.08% in the same period last year. Consumer loan annualized net charge-offs in the current quarter amounted to .26%, compared to .30% in the prior quarter and .40% in the same period last year. In the second quarter of 2026, total annualized net loan charge-offs were .19%, compared to .30% in the previous quarter and .22% in the same period last year.

For the six months ended June 30, 2026 and June 30, 2025, total annualized net loan charge-offs were .24% for each period. Net loan charge-offs were $24.5 million in the first six months of 2026, an increase of $4.0 million over net loan charge-offs of $20.5 million in the first six months of 2025. The increase in net loan charge-offs during the first six months of 2026 was mainly driven by higher net charge-offs business real estate loans.

For the three months ended June 30, 2026, the provision for credit losses on loans was $6.3 million, which was a decrease of $5.0 million from the provision recorded in the prior quarter. Compared to the same period in the prior year, the provision for credit losses on loans for the three months ended June 30, 2026 decreased $1.6 million. For the six months ended June 30, 2026, the provision for credit losses on loans was $17.6 million, which was a $5.4 million decrease from the $23.0 million provision recorded in the same period last year. Changes in the provision are driven by changes in the estimate for the allowance for credit losses on loans.

The allowance for credit losses decreased $3.2 million compared to prior quarter. The allowance for credit losses in the commercial portfolio decreased $1.6 million primarily due to decreases in the allowance on construction loans due to continued low loss rates and lower outstanding loan balances. Additionally, decreases in the allowance for credit losses in business loans lowered the overall allowance for credit losses in the commercial portfolio, due to lower business loan balances in certain industries and improvement in certain economic indicators, partially offset by an overall increase in outstanding business loan balances. The allowance for credit losses on the personal banking portfolio also decreased $1.6 million primarily due to a decrease in the allowance on the personal real estate loans, mostly due to improvements in home sale trends in certain markets. The decrease in allowance caused the allowance as a percentage of outstanding loans to decrease compared to the prior quarter. The forecast utilized to estimate the allowance for credit losses on loans at June 30, 2026 assumes slowing economic expansion and stable unemployment, and changes in the forecast utilized to estimate the allowance at June 30, 2026 did not significantly change the allowance estimate during the quarter.

At June 30, 2026, the allowance for credit losses increased $15.9 million compared to the allowance for credit losses on loans at December 31, 2025. The most significant driver of the increase in the allowance for credit losses is due to an increase in loan balances as a result of the acquisition of FineMark, as the initial allowance for FineMark loans acquired was $22.8 million. This increase was partially offset by a decrease in the allowance on the consumer and consumer credit card loan portfolios. The allowance as a percentage of outstanding loans decreased compared to December 31, 2025 due to the change in mix of loans caused by the acquisition which included more personal real estate loans that carry a lower allowance for credit losses than other classes. The allowance for credit losses on loans was $195.4 million at June 30, 2026 and was .94%, .97%, and 1.01% of total loans at June 30, 2026, March 31, 2026, and December 31, 2025, respectively.

In the current quarter, the provision for credit losses on unfunded lending commitments was $2.4 million, compared to a benefit of $2.3 million for the three months ended June 30, 2025. At June 30, 2026, the liability for unfunded lending commitments was $20.1 million, compared to $17.7 million at December 31, 2025 and $16.0 million at June 30, 2025. At June 30, 2026, the liability for unfunded lending commitments remained largely consistent with the liability as of December 31, 2025. The Company's unfunded lending commitments primarily relate to construction loans, and the Company's estimate for credit losses in its unfunded lending commitments utilizes the same model and forecast as its estimate for credit losses on loans. See Note 3 for further discussion of the model inputs utilized in the Company's estimate of credit losses.

The Company considers the allowance for credit losses on loans and the liability for unfunded commitments adequate to cover losses expected in the loan portfolio, including unfunded commitments, at June 30, 2026.

The allowance for credit losses on loans and the liability for unfunded lending commitments are estimates that require significant judgment including projections of the macro-economic environment. The Company utilizes a third-party macro-economic forecast that continuously changes due to economic conditions and events. These changes in the forecast cause fluctuations in the allowance for credit losses on loans and the liability for unfunded lending commitments. The Company uses judgment to assess the macro-economic forecast and internal loss data in estimating the allowance for credit losses on loans and the liability for unfunded lending commitments. These estimates are subject to periodic refinement based on changes in the underlying external and internal data.

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Risk Elements of the Loan Portfolio

The following table presents non-performing assets and loans which are past due 90 days and still accruing interest. Non-performing assets include non-accruing loans and foreclosed real estate. Loans are placed on non-accrual status when management does not expect to collect payments consistent with acceptable and agreed upon terms of repayment. Loans that are 90 days past due as to principal and/or interest payments are generally placed on non-accrual, unless they are both well-secured and in the process of collection, or they are personal banking loans that are exempt under regulatory rules from being classified as non-accrual.


(Dollars in thousands)	June 30, 2026			December 31, 2025







Non-accrual loans	$	11,618		$	15,750
Foreclosed real estate	1,211			1,218
Total non-performing assets	$	12,829		$	16,968
Non-performing assets as a percentage of total loans	.06		%	.10		%
Non-performing assets as a percentage of total assets	.04		%	.05		%








Total loans past due 90 days and still accruing interest	$	23,703		$	24,659

Non-accrual loans totaled $11.6 million at June 30, 2026, a decrease of $4.1 million from the balance at December 31, 2025. The decrease occurred mainly in business real estate non-accrual loans, which decreased $5.4 million. At June 30, 2026, non-accrual loans were comprised of business real estate (80.6%), personal real estate (18.3%), and business loans (0.8%). Foreclosed real estate totaled $1.2 million at June 30, 2026, a decrease of $7 thousand compared to December 31, 2025. Total loans past due 90 days or more and still accruing interest totaled $23.7 million as of June 30, 2026, a decrease of $956 thousand from December 31, 2025. Balances by class for non-accrual loans and loans past due 90 days and still accruing interest are shown in the "Delinquent and non-accrual loans" section in Note 3 to the consolidated financial statements.

In addition to the non-performing and past due loans mentioned above, the Company also has identified loans for which management has concerns about the ability of the borrowers to meet existing repayment terms. They are classified as substandard under the Company's internal rating system. The loans are generally secured by either real estate or other borrower assets, reducing the potential for loss should they become non-performing. Although these loans are generally identified as potential problem loans, they may never become non-performing. Such loans totaled $316.6 million at June 30, 2026 compared to $264.9 million at December 31, 2025, resulting in an increase of $51.8 million, or 19.5%.


(In thousands)	June 30, 2026		December 31, 2025
Potential problem loans:
Business	$	166,623	$	112,018
Real estate – construction and land	41,292		46,622
Real estate – business	106,928		106,163
Real estate – personal	1,792		91
Consumer	13		—
Total potential problem loans	$	316,648	$	264,894

When borrowers are experiencing financial difficulty, the Company may agree to modify the contractual terms of a loan to a borrower in order to assist the borrower in repaying principal and interest owed to the Company. At June 30, 2026, the Company held $110.9 million of loans that had been modified during the six months ended June 30, 2026. These loans are further discussed in the "Modifications for borrowers experiencing financial difficulty" section in Note 3 to the consolidated financial statements.

Loans with Special Risk Characteristics

Management relies primarily on an internal risk rating system, in addition to delinquency status, to assess risk in the loan portfolio, and these statistics are presented in Note 3 to the consolidated financial statements. However, certain types of loans are considered at high risk of loss due to their terms, location, or special conditions. Additional information about the major types of loans in these categories and their risk features are provided below. Information based on loan-to-value (LTV) ratios was generally calculated with valuations at loan origination date. The Company normally obtains an updated appraisal or valuation at the time a loan is renewed or modified, or if the loan becomes significantly delinquent or is in the process of being foreclosed upon.

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Real Estate – Construction and Land Loans

The Company's portfolio of construction and land loans, as shown in the table below, amounted to 7.2% of total loans outstanding at June 30, 2026. The largest component of construction and land loans was commercial construction, which decreased $87.8 million during the six months ended June 30, 2026. At June 30, 2026, multi-family residential construction loans totaled approximately $493.8 million, or 43.4%, of the commercial construction loan portfolio, compared to $553.1 million, or 45.1%, at December 31, 2025.


(Dollars in thousands)	June 30, 2026		% of Total		% of Total Loans		December 31, 2025		% of Total		% of Total Loans
Commercial construction	$	1,138,600	76.2	%	5.5	%	$	1,226,363	85.3	%	6.9	%
Residential construction	232,753		15.6		1.1		105,874		7.4		.6
Residential land and land development	76,681		5.2		.4		63,288		4.3		.4
Commercial land and land development	45,421		3.0		.2		42,487		3.0		.2
Total real estate - construction and land loans	$	1,493,455	100.0	%	7.2	%	$	1,438,012	100.0	%	8.1	%

Real Estate – Business Loans

Total business real estate loans were $4.1 billion at June 30, 2026 and comprised 19.5% of the Company's total loan portfolio. These loans include properties such as manufacturing and warehouse buildings, small office and medical buildings, churches, hotels and motels, shopping centers, and other commercial properties. At June 30, 2026, 35.5% of business real estate loans were for owner-occupied real estate properties, which have historically resulted in lower net charge-off rates than non-owner-occupied commercial real estate loans.


(Dollars in thousands)	June 30, 2026		% of Total		% of Total Loans		December 31, 2025		% of Total		% of Total Loans
Owner-occupied	$	1,444,376	35.5	%	6.9	%	$	1,248,172	34.0	%	7.0	%
Industrial	643,105		15.8		3.1		628,223		17.1		3.5
Office	664,530		16.4		3.2		528,421		14.4		3.0
Hotels	374,106		9.2		1.8		326,147		8.9		1.8
Multi-family	289,224		7.1		1.4		317,541		8.6		1.8
Retail	331,150		8.1		1.6		292,490		8.0		1.6
Farm	196,935		4.8		.9		199,678		5.4		1.1
Senior living	18,779		.5		.1		43,161		1.2		.2
Other	102,048		2.6		.5		90,734		2.4		.7
Total real estate - business loans	$	4,064,253	100.0	%	19.5	%	$	3,674,567	100.0	%	20.7	%

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Information about the credit quality of the Company's business real estate loan portfolio as of June 30, 2026 and December 31, 2025 is provided in the table below.


(Dollars in thousands)	Pass		Special Mention		Substandard		Non-Accrual		Total
June 30, 2026
Owner-occupied	$	1,385,611	$	13,263	$	45,378	$	124	$	1,444,376
Industrial	643,105		—		—		—		643,105
Office	612,479		356		51,695		—		664,530
Hotels	374,106		—		—		—		374,106
Multi-family	245,662		43,562		—		—		289,224
Retail	331,150		—		—		—		331,150
Farm	195,496		1,238		52		149		196,935
Senior living	—		—		9,687		9,092		18,779
Other	102,048		—		—		—		102,048
Total	$	3,889,657	$	58,419	$	106,812	$	9,365	$	4,064,253
December 31, 2025
Owner-occupied	$	1,198,970	$	18,011	$	31,067	$	124	$	1,248,172
Industrial	628,223		—		—		—		628,223
Office	443,737		27,175		57,509		—		528,421
Hotels	326,147		—		—		—		326,147
Multi-family	250,018		56,633		10,890		—		317,541
Retail	292,490		—		—		—		292,490
Farm	197,566		1,686		273		153		199,678
Senior living	22,262		—		6,391		14,508		43,161
Other	89,157		1,577		—		—		90,734
Total	$	3,448,570	$	105,082	$	106,130	$	14,785	$	3,674,567

Revolving Home Equity Loans

The Company had $649.3 million in revolving home equity loans at June 30, 2026 that were collateralized by residential real estate. Most of these loans (96.2%) are written with terms requiring interest-only monthly payments. These loans are offered in three main product lines: LTV up to 80%, 80% to 90%, and 90% to 100%. As of June 30, 2026, the outstanding principal of loans with an original LTV higher than 80% was $85.2 million, or 13.1% of the portfolio, compared to $27.7 million as of December 31, 2025. Total revolving home equity loan balances over 30 days past due were $2.1 million at June 30, 2026 and $1.9 million at December 31, 2025, and the outstanding balance for revolving home equity loans on non-accrual status was $33 thousand at June 30, 2026 compared to no balance at December 31, 2025. The weighted average FICO score for the total portfolio balance at June 30, 2026 is 778. At maturity, the accounts are re-underwritten, and if they qualify under the Company's credit, collateral and capacity policies, the borrower is given the option to renew the line of credit or convert the outstanding balance to an amortizing loan. If criteria are not met, amortization is required, or the borrower may pay off the loan. During the remainder of 2026 through 2029, approximately 19.5% of the Company's current outstanding balances are expected to mature. Of these balances, approximately 84.0% have a FICO score of 700 or higher. The Company does not expect a significant increase in losses as these loans mature, due to their high FICO scores, low LTVs, and low historical loss levels.

Consumer Loans

The consumer loans category is mostly comprised of private banking loans and automobile loans. Private banking loans comprised of 49.3% of the consumer loan portfolio at June 30, 2026. The Company's private banking loans are mostly executive lines of credit, which are secured primarily by assets held by the Company's trust department, and insurance premium finance loans, which are primarily secured by life insurance policies. Automobile loans, which include direct and indirect product lines, comprised 29.5% of the consumer loan portfolio at June 30, 2026, and outstanding balances for auto loans were $744.3 million and $773.6 million at June 30, 2026 and December 31, 2025, respectively. The balances over 30 days past due amounted to $8.2 million at June 30, 2026 and $11.0 million at December 31, 2025, respectively, and comprised 1.1% of the outstanding balances of these loans at June 30, 2026 and 1.4% at December 31, 2025. For the six months ended June 30, 2026, $173.4 million of new auto loans were originated, compared to $190.2 million during the first six months of 2025. At June 30,

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2026, the automobile loan portfolio had a weighted average FICO score of 763, and net charge-offs on auto loans were .5% of average auto loans.

The Company's consumer loan portfolio also includes fixed rate home equity loans, typically for home repair or remodeling, and these loans comprised 8.0% of the consumer loan portfolio at June 30, 2026. Losses on these loans have historically been low, and the Company saw net charge offs of $9 thousand for the first six months of 2026. The remaining portion of the Company's consumer loan portfolio is comprised of healthcare financing, boat, RV, motorcycle, other equipment, and unsecured consumer loans. Net charge-offs on consumer loans, other than automobile and fixed rate home equity loans, totaled $1.4 million in the first six months of 2026 and were .2% of the average balances of these loans at June 30, 2026.

Consumer Credit Card Loans

The Company offers low promotional rates on selected consumer credit card products. Out of a portfolio at June 30, 2026 of $561.3 million in consumer credit card loans outstanding, approximately $119.5 million, or 21.3%, carried a low promotional rate. Within the next six months, $54.7 million of these loans are scheduled to convert to the ongoing higher contractual rate. To mitigate some of the risk involved with this credit card product, the Company performs credit checks and detailed analysis of the customer borrowing profile before approving the loan application. Management believes that the risks in the consumer loan portfolio are reasonable and the anticipated loss ratios are within acceptable parameters.


	June 30, 2026		December 31, 2025
FICO score:
Under 600	5.3	%	5.4	%
600 – 659	12.1		12.3
660 – 719	27.1		27.4
720 – 779	26.5		26.3
780 and over	29.0		28.6
Total	100.0	%	100.0	%

Oil and Gas Energy Lending

The Company's energy lending portfolio is comprised of lending to the petroleum and natural gas sectors and totaled $373.0 million, or 1.8% of total loans at June 30, 2026, an increase of $69.9 million from December 31, 2025, as shown in the table below.


(In thousands)	June 30, 2026		December 31, 2025		Unfunded commitments at June 30, 2026
Upstream activities	$	242,587	$	228,660	$	163,323
Mid-stream activities	41,689		25,038		106,176
Downstream activities	23,343		15,543		20,122
Support activities	65,353		33,803		11,988
Total energy lending portfolio	$	372,972	$	303,044	$	301,609

Shared National Credits

The Company participates in credits of large, publicly traded companies which are defined by regulation as shared national credits, or SNCs. Regulations define SNCs as loans exceeding $100 million that are shared by three or more financial institutions. The Company typically participates in these loans when business operations are maintained in the local communities or regional markets and opportunities to provide other banking services are present. The balance of SNC loans totaled $1.6 billion at June 30, 2026 and $1.5 billion December 31, 2025. Additional unfunded commitments at June 30, 2026 totaled $2.7 billion.

Income Taxes

Income tax expense was $45.8 million in the second quarter of 2026, compared to $40.9 million in the first quarter of 2026 and $42.4 million in the second quarter of 2025. The Company's effective tax rate, including the effect of non-controlling interest, was 22.3% in the second quarter of 2026, 22.4% in the first quarter of 2026, and 21.8% in the second quarter of 2025.

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Financial Condition

Balance Sheet

Total assets of the Company were $35.3 billion at June 30, 2026 and $32.9 billion at December 31, 2025. Earning assets (excluding the allowance for credit losses on loans and fair value adjustments on available for sale debt securities) amounted to $33.6 billion at June 30, 2026 and $31.4 billion at December 31, 2025, and consisted of 62% in loans and 28% in investment securities at June 30, 2026.

At June 30, 2026, total loans were $20.8 billion, an increase of $3.1 billion compared to balances at December 31, 2025. The increase was primarily due to the acquisition of FineMark, which added $2.7 billion in loan balances. The balances of personal real estate, business, business real estate, and revolving home equity loans grew $1.3 billion, $676.6 million, $389.7 million, and $274.2 million, respectively, compared to December 31, 2025. Consumer loans, which includes automobile, marine and RV, fixed rate home equity and other consumer loans, increased $330.6 million, mainly due to growth in other consumer loans.

Total available for sale debt securities, excluding fair value adjustments, decreased $801.0 million at June 30, 2026 compared to December 31, 2025. Sales, maturities and pay downs of available for sale debt securities during this period totaled $1.2 billion, partly offset by purchases of $810.0 million. The decline in available for sale debt securities was mainly the result of lower balances of mortgage-backed securities and asset-backed securities, which decreased $742.7 million and $255.6 million, respectively, at June 30, 2026 compared to December 31, 2025. These decreases were partly offset by an increase of $246.1 million in the balance of U.S. government and federal agency obligations. At June 30, 2026, the duration of the available for sale investment portfolio was 4.2 years, and maturities and pay downs of approximately $1.1 billion are expected to occur during the next 12 months.

Interest earning deposits with banks decreased $484.2 million from December 31, 2025 and the balance of other assets increased $176.2 million mainly due to increases in goodwill, intangible assets and premises and equipment related to the Company's acquisition of FineMark. These increases were partly offset by a decline in the cash and due from banks balance.

Total deposits at June 30, 2026 amounted to $27.9 billion, an increase of $2.2 billion compared to December 31, 2025. The balance increase was primarily due to the FineMark acquisition, which added $2.7 billion in interest bearing and $425 million in non-interest bearing deposit balances. Shortly after the acquisition, the Company moved $1.0 billion of FineMark’s high-cost, money market deposit balances off-balance sheet. Compared to December 31, 2025, interest checking and money market deposit balances increased $2.3 billion. The Company’s borrowings, which included customer repurchase agreements of $2.3 billion, totaled $2.5 billion at June 30, 2026, a decrease of $547.9 million from balances at December 31, 2025. Federal Home Loan Bank advances of $350.0 million, which the Company acquired from the FineMark acquisition, were paid off in January 2026.

Liquidity and Capital Resources

Liquidity Management

The Company’s most liquid assets include balances at the Federal Reserve Bank, federal funds sold, available for sale debt securities, and securities purchased under agreements to resell, as follows:


(In thousands)	June 30, 2026		June 30, 2025		December 31, 2025
Liquid assets:
Balances at the Federal Reserve Bank	$	2,260,162	$	2,624,264	$	2,744,393
Federal funds sold	2,010		—		—
Available for sale debt securities	8,322,634		8,915,779		9,095,513
Securities purchased under agreements to resell	1,150,000		—		850,000
Total	$	11,734,806	$	11,540,043	$	12,689,906

Interest earning balances at the Federal Reserve Bank, which have overnight maturities and are used for general liquidity purposes, totaled $2.3 billion at June 30, 2026 and decreased $484.2 million from December 31, 2025. At June 30, 2026, the Company's balance of federal funds sold totaled $2.0 million, which are funds lent to the Company's correspondent bank customers with overnight maturities. The fair value of the available for sale debt portfolio was $8.3 billion at June 30, 2026 and included an unrealized net loss of $618.6 million. The total net unrealized loss included net losses of $535.0 million on mortgage-backed and asset-backed securities and $49.7 million on state and municipal obligations.

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The Company holds securities purchased under agreements to resell (“resale agreements”) which totaled $1.2 billion at June 30, 2026, with maturities in 2028 through 2031. Under these agreements, the Company lends funds to upstream financial institutions and holds marketable securities, safe-kept by a third-party custodian, as collateral. This collateral totaled $1.2 billion in fair value at June 30, 2026.

The Company's available for sale debt securities portfolio has a diverse mix of high quality and liquid investment securities with a duration of 4.2 years at June 30, 2026. Approximately $1.1 billion of the Company's available for sale debt portfolio is expected to mature or pay down during the next 12 months, and these funds offer substantial resources to meet either new loan demand or offset potential reductions in the Company's deposit funding base. The Company pledges portions of its investment securities portfolio to secure public fund deposits, securities sold under agreements to repurchase, trust funds, letters of credit issued by the FHLB, and borrowing capacity at the FHLB and the Federal Reserve Bank. Total investment securities pledged for these purposes were as follows:


(In thousands)	June 30, 2026		June 30, 2025		December 31, 2025
Investment securities pledged for the purpose of securing:
Federal Reserve Bank borrowings	$	498,718	$	625,132	$	538,874
FHLB borrowings and letters of credit	1,266,348		1,748,130		2,160,967
Securities sold under agreements to repurchase *	2,386,013		2,535,105		2,937,267
Other deposits and swaps	1,777,909		2,025,477		1,638,324
Total pledged securities	5,928,988		6,933,844		7,275,432
Unpledged and available for pledging	2,382,690		1,980,983		1,808,420
Ineligible for pledging	10,956		952		11,661
Total available for sale debt securities, at fair value	$	8,322,634	$	8,915,779	$	9,095,513

* Includes securities pledged for collateral swaps outstanding at each period end shown in the table.

The average loans to deposits ratio is a measure of a bank's liquidity, and the Company’s average loans to deposits ratio was 73.9% for the six months ended June 30, 2026. Core customer deposits, defined as non-interest bearing, interest checking, savings, and money market deposit accounts totaled $25.5 billion and represented 91.5% of the Company's total deposits at June 30, 2026. These core deposits are normally less volatile, as they are often with customer relationships tied to other products offered by the Company, promoting long lasting relationships and stable funding sources. Core deposits increased $2.2 billion at June 30, 2026 compared to December 31, 2025, primarily due to an increase in wealth deposits of $1.8 billion. While the Company considers core retail banking and wealth deposits less volatile, corporate deposits could decline if interest rates increase significantly, encouraging corporate customers to increase investing activities, or if the economy deteriorates and companies experience lower cash inflows, reducing deposit balances. If these corporate deposits decline, the Company's funding needs may be met by liquidity supplied by investment security maturities and pay downs expected to total $1.1 billion over the next year, as noted above. In addition, as shown in the table of collateral available for future advances below, the Company has borrowing capacity of $6.4 billion through advances from the FHLB and the Federal Reserve.


(In thousands)	June 30, 2026		June 30, 2025		December 31, 2025
Core deposit base:
Non-interest bearing	$	8,172,552	$	7,393,559	$	8,205,711
Interest checking	8,754,045		8,121,371		7,360,515
Savings and money market	8,566,609		7,606,178		7,686,891
Total	$	25,493,206	$	23,121,108	$	23,253,117

Certificates of deposit of $100,000 or greater totaled $1.4 billion at June 30, 2026. These deposits are normally considered more volatile and higher costing, and comprised 4.9% of total deposits at June 30, 2026.

The Company may occasionally issue short-term brokered certificates of deposit to test the reliability of this potential funding source. While it is not clear how many brokered certificates of deposit the market would allow the Company to issue, the Company believes brokered certificates of deposits may be an additional, reliable source of liquidity during periods of stress in the banking industry.

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Other important components of liquidity are the level of borrowings from third party sources and the availability of future credit. During 2026, the Company's outside borrowings have mainly been comprised of federal funds purchased and repurchase agreements, as follows:


(In thousands)	June 30, 2026		June 30, 2025		December 31, 2025
Borrowings:
Federal funds purchased	$	121,820	$	125,975	$	128,625
Securities sold under agreements to repurchase	2,306,471		2,470,486		2,861,016

Other debt	26,291		15,049		12,798
Total	$	2,454,582	$	2,611,510	$	3,002,439

Federal funds purchased, which totaled $121.8 million at June 30, 2026, are unsecured overnight borrowings obtained mainly from upstream correspondent banks with which the Company maintains approved lines of credit. At June 30, 2026, the Company had approved lines of credit totaling $4.2 billion. Since these borrowings are unsecured and limited by market trading activity, their availability may be less certain than collateralized sources of borrowings. Retail repurchase agreements are offered to customers wishing to earn interest in highly liquid balances and are used by the Company as a funding source considered to be stable, but short-term in nature. Repurchase agreements are collateralized by securities in the Company's investment portfolio. Total repurchase agreements at June 30, 2026 were comprised of non-insured customer funds totaling $2.3 billion, and securities pledged as collateral for these retail agreements totaled $2.4 billion at June 30, 2026. The Company also borrows on a secured basis through advances from the FHLB. The advances are generally short-term, fixed interest rate borrowings. There were no advances outstanding from the FHLB at June 30, 2026.

The Company pledges certain assets, including loans and investment securities, to both the FRB and the FHLB as security to establish lines of credit and borrow from these entities. Based on the amount and type of collateral pledged, the FHLB establishes a collateral value from which the Company may draw advances against the collateral. Additionally, this collateral is used to enable the FHLB to issue letters of credit in favor of public fund depositors of the Company. The FRB also establishes a collateral value of assets pledged and permits borrowings from the discount window. The following table reflects the collateral value of assets pledged, borrowings, and letters of credit outstanding, in addition to the estimated future funding capacity available to the Company at June 30, 2026.


	June 30, 2026
(In thousands)	FHLB		Federal Reserve		Total
Total collateral value established by FHLB and FRB	$	3,945,114	$	2,596,771	$	6,541,885

Letters of credit issued	(98,817)		—		(98,817)
Available for future advances	$	3,846,297	$	2,596,771	$	6,443,068

The Company receives outside ratings from both Standard & Poor’s and Moody’s on the consolidated company and its subsidiary bank, Commerce Bank. These ratings are as follows:


	Standard & Poor’s	Moody’s
Commerce Bancshares, Inc.
Issuer rating	A-

Rating outlook	Stable

Commerce Bank
Issuer rating	A	A3
Baseline credit assessment		a2
Short-term rating	A-1	P-1
Rating outlook	Stable	Stable

The Company considers these ratings to be indications of a sound capital base and strong liquidity and believes that these ratings would help ensure the ready marketability of its commercial paper, should the need arise. No commercial paper has been outstanding during the past ten years. The Company has no subordinated or hybrid debt instruments which would affect future borrowing capacity. Because of its lack of significant long-term debt, the Company believes that through its Commercial

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Tradable Products division or in other public debt markets, it could generate additional liquidity from sources such as jumbo certificates of deposit, privately placed corporate notes or other forms of debt.

The cash flows from the operating, investing and financing activities of the Company resulted in a net decrease in cash, cash equivalents and restricted cash of $639.8 million during the first six months of 2026, as reported in the consolidated statements of cash flows in this report. Operating activities, consisting mainly of net income adjusted for certain non-cash items, provided cash flow of $866.7 million and have historically been a stable source of funds. Investing activities, which occur mainly in the loan and investment securities portfolios, provided cash of $532.3 million. Activity in the investment securities portfolio provided cash of $791.2 million from sales, maturities, and pay downs (net of purchases) of investment securities. These gains were partially offset by a net increase in loans of $443.7 million and purchases of securities under agreements to resell (net of repayments) of $300.0 million. Investing activities are somewhat unique to financial institutions in that, while large sums of cash flow are normally used to fund growth in investment securities, loans, or other bank assets, they are normally dependent on the financing activities described below. Financing activities used cash of $2.0 billion, largely resulting from decreases in deposits and federal funds purchased and securities sold under agreements to repurchase of $795.0 million and $624.4 million, respectively, and repayments of FHLB borrowings (assumed in the FineMark acquisition), which used cash of $603.9 million during the first six months of 2026. Cash dividend payments (including distributions to non-controlling interest) and purchases of treasury stock used cash of $82.6 million and $196.3 million, respectively.

Capital Management

Under Basel III capital guidelines, the Company met all capital adequacy requirements and had regulatory capital ratios in excess of the levels established for well-capitalized institutions at June 30, 2026 and December 31, 2025, as shown in the following table.


(Dollars in thousands)	June 30, 2026			December 31, 2025			Minimum Capital Requirement		Capital Conservation Buffer		Minimum Ratios Requirement including Capital Conservation Buffer		Minimum Ratios for Well-Capitalized Banks *
Risk-adjusted assets	$	26,777,251		$	23,970,761
Tier I common risk-based capital	4,511,465			4,156,776
Tier I risk-based capital	4,511,465			4,156,776
Total risk-based capital	4,724,540			4,353,905
Tier I common risk-based capital ratio	16.85		%	17.34		%	4.50	%	2.50	%	7.00	%	6.50	%
Tier I risk-based capital ratio	16.85			17.34			6.00		2.50		8.50		8.00
Total risk-based capital ratio	17.64			18.16			8.00		2.50		10.50		10.00
Tier I leverage ratio	12.81			12.65			4.00		N/A		4.00		5.00

*Under Prompt Corrective Action requirements

The Company is subject to a 2.5% capital conservation buffer, which is an amount above the minimum ratios under capital adequacy guidelines, and is intended to absorb losses during periods of economic stress. Failure to maintain the buffer will result in constraints on dividends, share repurchases, and executive compensation.

The Company maintains a treasury stock buyback program under authorizations by its Board of Directors (the Board) and routinely purchases stock in the open market. On April 24, 2026, the share repurchase authorization was increased to 7,500,000 shares. During the six months ended June 30, 2026, the Company purchased 3,712,347 shares at an average price of $52.39 in open market purchases and stock-based compensation transactions. At June 30, 2026, 5,425,828 shares remained available for purchase under the Board authorization in place at that date.

The Company's common stock dividend policy reflects its earnings outlook, desired payout ratios, the need to maintain adequate capital levels and alternative investment options. The Company paid a $.275 per share cash dividend on its common stock in the second quarter of 2026, which was a 5.0% increase compared to its 2025 quarterly dividend.

Material Cash Requirements, Commitments, Off-Balance Sheet Arrangements and Contingencies

The Company's material cash requirements include commitments for contractual obligations (both short-term and long-term), commitments to extend credit, and off-balance sheet arrangements. The Company's material cash requirements for the next 12 months are primarily to fund loan growth. Additionally, the Company will utilize cash to fund deposit maturities and withdrawals that may occur in the next 12 months. Other contractual obligations, purchase commitments, lease obligations, and

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unfunded commitments may require cash payments by the Company within the next 12 months, and these are further discussed in the Company's 2025 Annual Report on Form 10-K. Further discussion of the Company's longer-term material cash obligations and sources for fulfilling those obligations is below.

In the normal course of business, various commitments and contingent liabilities arise that are not required to be recorded on the balance sheet. The most significant of these are loan commitments, which at June 30, 2026 totaled $17.0 billion (including $6.0 billion in unused, approved credit card lines). In addition, the Company enters into standby and commercial letters of credit. The contractual amount of standby and commercial letters of credit totaled $722.2 million and $1.8 million, respectively, at June 30, 2026. As many commitments expire unused or only partially used, these totals do not necessarily reflect future cash requirements. The allowance for these commitments is recorded in the Company’s liability for unfunded lending commitments within other liabilities on its consolidated balance sheets. At June 30, 2026, the liability for unfunded lending commitments totaled $20.1 million. See further discussion of the liability for unfunded lending commitments in Note 3 to the consolidated financial statements.

The Company regularly purchases various state tax credits arising from third party property redevelopment. These credits are either resold to third parties or retained for use by the Company. During the first six months of 2026, purchases and sales of tax credits amounted to $28.2 million and $63.3 million, respectively. Fees from sales of tax credits were $2.2 million for the six months ended June 30, 2026, compared to $3.7 million in the same period last year. At June 30, 2026, the Company expected to fund outstanding purchase commitments of $77.2 million during the remainder of 2026 and had purchase commitments of $495.7 million that it expects to fund from 2027 through 2030.

The Company continued to maintain a strong liquidity position throughout the first six months of 2026. Through the various sources of liquidity described above, the Company maintains a liquidity position that it believes will adequately satisfy its financial obligations.

Segment Results

The table below is a summary of segment pre-tax income results for the first six months of 2026 and 2025.


(Dollars in thousands)	Retail Banking			Commercial			Wealth			Segment Totals			Other/ Elimination			Consolidated Totals
Six Months Ended June 30, 2026
Net interest income	$	246,777		$	265,001		$	96,396		$	608,174		$	6,751		$	614,925
Provision for credit losses	(18,510)			(5,959)			2			(24,467)			4,776			(19,691)
Non-interest income	49,747			142,386			161,824			353,957			5,722			359,679
Investment securities gains (losses), net	—			—			—			—			24,477			24,477
Non-interest expense	(175,216)			(237,445)			(125,174)			(537,835)			(50,359)			(588,194)
Income before income taxes	$	102,798		$	163,983		$	133,048		$	399,829		$	(8,633)		$	391,196
Six Months Ended June 30, 2025
Net interest income	$	252,352		$	260,879		$	45,195		$	558,426		$	(9,177)		$	549,249
Provision for credit losses	(19,819)			(640)			(18)			(20,477)			393			(20,084)
Non-interest income	47,690			144,980			127,886			320,556			4,006			324,562
Investment securities gains (losses), net	—			—			—			—			(7,154)			(7,154)
Non-interest expense	(166,080)			(212,027)			(81,941)			(460,048)			(22,765)			(482,813)
Income before income taxes	$	114,143		$	193,192		$	91,122		$	398,457		$	(34,697)		$	363,760
Increase (decrease) in income before income taxes:
Amount	$	(11,345)		$	(29,209)		$	41,926		$	1,372		$	26,064		$	27,436
Percent	(9.9)		%	(15.1)		%	46.0		%	.3		%	(75.1)		%	7.5		%

Retail Banking

For the six months ended June 30, 2026, income before income taxes for the Retail Banking segment decreased $11.3 million, or 9.9%, compared to the first six months of 2025. The decrease in income before income taxes was mainly due to an increase in non-interest expense of $9.1 million, or 5.5%, and a decline in net interest income of $5.6 million, or 2.2%. These decreases to income were partly offset by an increase in non-interest income of $2.1 million, or 4.3%, and a decline in the provision for credit losses of $1.3 million, or 6.6%. Net interest income declined due to lower loan interest income of $4.7 million and higher deposit interest expense of $2.1 million, partly offset by an increase in net allocated funding credits assigned

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to the Retail Banking segment's loan and deposit portfolios of $1.3 million. The increase in non-interest income was mainly due to growth in bank card fee income (mainly credit card fees) and deposit account fees (mainly overdraft and return items fees). Non-interest expense increased over the same period in the previous year mainly due to higher salaries and benefits expense, marketing expense, and allocated support and service costs (mainly information technology, ATM, retail administration and bank operations). These increases were partly offset by lower miscellaneous losses. The decrease in the provision for credit losses from the first six months of 2025 was mainly due to lower auto loan net charge-offs.

Commercial

For the six months ended June 30, 2026, income before income taxes for the Commercial segment decreased $29.2 million, or 15.1%, compared to the same period in the previous year. This decrease was mainly due to higher non-interest expense, an increase in the provision for credit losses, and lower non-interest income, slightly offset by higher net interest income. Net interest income increased $4.1 million, or 1.6%, mainly due to lower interest expense on deposits and customer repurchase agreements of $11.3 million and $7.7 million, respectively. These increases to income were partly offset by lower loan interest income of $14.4 million and lower allocated funding credits of $394 thousand. Non-interest income decreased $2.6 million, or 1.8%, mainly due to a decline in gains on the sales of assets, partly offset by higher deposit account fees (mainly corporate cash management fees). Non-interest expense increased $25.4 million, or 12.0%, mainly due to higher legal fees, salaries and benefits expense, miscellaneous losses and allocated service and support costs (mainly information technology and credit administration). The provision for credit losses increased $5.3 million, mainly due to a business real estate loan charge-off on a single senior living loan in the current year.

Wealth

Wealth segment pre-tax profitability for the six months ended June 30, 2026 increased $41.9 million, or 46.0%, over the same period in the previous year. The increase was mainly due to the FineMark acquisition. Net interest income increased $51.2 million, or 113.3%, mainly due to a $76.8 million increase in loan interest income, partly offset by a $17.0 million increase in deposit interest expense and a $7.7 million decrease in net allocated funding credits. Non-interest income increased $33.9 million, or 26.5%, over the prior year largely due to higher private client and institutional trust fees. Non-interest expense increased $43.2 million, or 52.8%, mainly due to higher salaries and benefits, data processing and software, and occupancy expense. The provision for credit losses increased $20 thousand over the same period last year.

The Other/Elimination category in the preceding table includes the activity of various support and overhead operating units of the Company, in addition to the investment securities portfolio and other items not allocated to the segments. In accordance with the Company’s transfer pricing procedures, the difference between the total provision for credit losses and total net charge-offs/recoveries is not allocated to a business segment and is included in this category. The pre-tax profitability in this category was $26.1 million higher than in the same period last year. Unallocated securities gains were $24.5 million in the first six months of 2026 compared to losses of $7.2 million in 2025. Also, the unallocated provision for credit losses increased $4.4 million, primarily driven by a decrease in the provision for credit losses on loans, partly offset by an increase in the liability for unfunded lending commitments, which are both not allocated to the segments for management reporting purposes. Net charge-offs are allocated to the segments when incurred for management reporting purposes. The provision for credit losses on loans in the first six months of 2026 was $17.6 million, or $6.9 million lower than net charge-offs. In the comparable period last year, the provision for credit losses on loans was $23.0 million, or $2.5 million higher than net charge-offs, due to an increase in the allowance for credit losses on loans. The allowance for credit losses on loans increased in the current year as a result of the FineMark initial allowance at acquisition of $22.8 million. For the six months ended June 30, 2026, the Company's provision on unfunded lending commitments was an expense of $2.5 million. Additionally, net interest income and non-interest income increased $15.9 million and $1.7 million, respectively, but were offset by an increase in non-interest expense of $27.6 million.

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Impact of Recently Issued Accounting Standards

Income Taxes The FASB issued ASU 2023-09, "Income Taxes (Topic 740) - Improvements to Income Tax Disclosures", in December 2023. The amendments in this Update require additional disclosures regarding the rate reconciliation and income taxes paid. This Update also removed certain existing disclosure requirements. The Company adopted this Update for the year ended December 31, 2025, and applied the new disclosures on a retrospective basis.

Purchased Loans The FASB issued ASU 2025-08 "Financial Instruments - Credit Losses (Topic 326): Purchased Loans" in November 2025. This new guidance makes significant changes to the accounting for certain acquired seasoned loans subject to the current expected credit loss model (CECL). Under the ASU, the initial allowance for credit losses recorded upon the acquisition of loans in scope is recognized as an adjustment to the amortized cost basis of the loan - similar to the model for purchased credit deteriorated assets. For these loans, the "day-one" credit loss estimate does not impact earnings immediately but is instead amortized over time as an adjustment to interest income. Subsequent changes in the allowance for credit losses are reported in earnings within credit loss expense. The ASU is effective for fiscal periods beginning after December 15, 2026 and interim periods within. Early adoption is permitted and amendments are to be applied prospectively. The Company adopted this Update on January 1, 2026.

Income Statement Reporting The FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" in November 2024. The amendments in this Update require new disclosures providing further detail of a company's income statement expense items. This Update is effective for annual periods beginning January 1, 2027, and interim periods beginning January 1, 2028. Early adoption is permitted. The amendments in this Update should be applied on a prospective basis. Other than the inclusion of additional disclosures, the adoption is not expected to have a significant effect on the Company's consolidated financial statements.

Internal-Use Software Development Costs The FASB issued ASU 2025-06, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvement to the Accounting for Internal-Use Software" in September 2025. The amendments in this Update are intended to modernize the accounting for internal-use software by eliminating references to software development project stages, making the guidance neutral to various development methodologies, including those currently in use and those that may be developed in the future. This Update is effective for annual and interim periods beginning after December 15, 2027. Early adoption is permitted as of the beginning of an annual reporting period. The amendments may be applied on a prospective, modified retrospective or full retrospective basis. The adoption is not expected to have a significant effect on the Company's consolidated financial statements.

Derivatives and Hedging The FASB issued ASU 2025-09 "Derivatives and Hedging (Topic 815): Hedge Accounting Improvements" in December 2025. The amendments in this Update make targeted improvements to hedge account intended to better align financial reporting with an entity's risk-management activities. At a high level, the Update provides for a broader application of grouping forecasted transactions in cash flow hedges by replacing 'same risk exposure' requirements with a more flexible 'similar risk exposure' standard, which may apply to the Company's current cash flow hedges. This Update is effective for annual and interim periods beginning after December 15, 2026. Early adoption is permitted in an interim or annual reporting period. The amendments should be applied on a prospective basis for all hedging relationships, and the Company may elect to adopt the amendments for existing hedging relationships as of the adoption, without dedesignating the hedges. The Company is currently evaluating the provisions of this Update.

Interim Reporting The FASB issued ASU 2025-11 "Interim Reporting (Topic 270): Narrow-Scope Improvements" in December 2025. The amendments in this Update are intended to clarify interim disclosure requirements and the applicability of Topic 270. The ASU is effective for interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted and amendments may be applied prospectively or retrospectively to prior periods presented. The Company does not anticipate a significant impact on the Company's consolidated financial statements.

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AVERAGE BALANCE SHEETS — AVERAGE RATES AND YIELDS

Three Months Ended June 30, 2026 and 2025


	Second Quarter 2026						Second Quarter 2025
(Dollars in thousands)	Average Balance		Interest Income/Expense		Avg. Rates Earned/Paid		Average Balance		Interest Income/Expense		Avg. Rates Earned/Paid
ASSETS:
Loans:
Business(A)	$	6,864,328	$	92,264	5.39	%	$	6,247,252	$	89,052	5.72	%
Real estate — construction and land	1,545,640		24,665		6.40		1,430,758		26,377		7.39
Real estate — business	4,062,672		57,782		5.70		3,692,405		54,453		5.92
Real estate — personal	4,386,681		52,343		4.79		3,048,895		32,697		4.30
Consumer	2,472,965		37,758		6.12		2,148,666		34,442		6.43
Revolving home equity	630,034		11,424		7.27		362,312		6,691		7.41
Consumer credit card	544,688		17,081		12.58		559,858		18,402		13.18
Overdrafts	7,291		—		—		5,663		—		—
Total loans	20,514,299		293,317		5.73		17,495,809		262,114		6.01
Loans held for sale	1,462		23		6.31		1,741		40		9.22
Investment securities:
U.S. government and federal agency obligations	3,365,011		39,898		4.76		2,623,896		28,011		4.28
Government-sponsored enterprise obligations	54,593		324		2.38		55,038		326		2.38
State and municipal obligations(A)	695,988		3,598		2.07		780,063		3,978		2.05
Mortgage-backed securities	4,015,292		21,046		2.10		4,641,295		24,097		2.08
Asset-backed securities	1,056,932		9,946		3.77		1,585,364		14,736		3.73
Other debt securities	171,284		1,351		3.16		237,385		1,741		2.94
Trading debt securities(A)	53,144		579		4.37		51,131		590		4.63
Equity securities(A)	92,386		754		3.27		54,472		850		6.26
Other securities(A)	247,335		5,723		9.28		216,560		6,280		11.63
Total investment securities	9,751,965		83,219		3.42		10,245,204		80,609		3.16
Federal funds sold	733		6		3.28		158		2		5.08
Securities purchased under agreements to resell	934,617		9,392		4.03		850,000		8,516		4.02
Interest earning deposits with banks	2,575,956		23,764		3.70		2,036,803		22,636		4.46
Total interest earning assets	33,779,032		409,721		4.87		30,629,715		373,917		4.90
Allowance for credit losses on loans	(198,032)						(166,391)
Unrealized gain (loss) on debt securities	(693,080)						(838,028)
Cash and due from banks	402,618						362,816
Premises and equipment, net	544,512						500,532
Other assets	1,039,756						808,415
Total assets	$	34,874,806					$	31,297,059
LIABILITIES AND EQUITY:
Interest bearing deposits:
Savings	$	1,330,292	193		.06		$	1,303,391	168		.05
Interest checking and money market	15,770,092		57,003		1.45		13,901,634		51,667		1.49
Certificates of deposit of less than $100,000	1,026,185		7,865		3.07		984,845		8,445		3.44
Certificates of deposit of $100,000 and over	1,399,523		11,402		3.27		1,371,428		12,914		3.78
Total interest bearing deposits	19,526,092		76,463		1.57		17,561,298		73,194		1.67
Borrowings:
Federal funds purchased	$	250,160	$	2,290	3.67		129,891		$	1,416	4.37
Securities sold under agreements to repurchase	2,299,180		13,490		2.35		2,371,031		16,853		2.85
Other borrowings	1,362		3		.88		2,748		26		3.79
Total borrowings	2,550,702		15,783		2.48		2,503,670		18,295		2.93
Total interest bearing liabilities	22,076,794		92,246		1.68	%	20,064,968		91,489		1.83	%
Non-interest bearing deposits	8,034,747						7,356,882
Other liabilities	403,831						360,204
Equity	4,359,434						3,515,005
Total liabilities and equity	$	34,874,806					$	31,297,059
Net interest margin (FTE)			$	317,475					$	282,428
Net yield on interest earning assets					3.77	%					3.70	%

(A) Stated on a fully taxable-equivalent basis using a federal income tax rate of 21%.

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AVERAGE BALANCE SHEETS — AVERAGE RATES AND YIELDS

Six Months Ended June 30, 2026 and 2025



	Six Months 2026						Six Months 2025
(Dollars in thousands)	Average Balance		Interest Income/Expense		Avg. Rates Earned/Paid		Average Balance		Interest Income/Expense		Avg. Rates Earned/Paid
ASSETS:
Loans:
Business(A)	$	6,776,219	$	181,389	5.40	%	$	6,177,108	$	175,616	5.73	%
Real estate — construction and land	1,568,855		50,553		6.50		1,423,096		51,863		7.35
Real estate — business	4,054,218		115,153		5.73		3,680,187		107,656		5.90
Real estate — personal	4,401,822		104,882		4.80		3,047,394		64,842		4.29
Consumer	2,447,395		74,805		6.16		2,115,696		67,908		6.47
Revolving home equity	620,620		22,405		7.28		360,508		13,116		7.34
Consumer credit card	550,162		34,394		12.61		560,194		37,049		13.34
Overdrafts	7,218		—		—		5,761		—		—
Total loans	20,426,509		583,581		5.76		17,369,944		518,050		6.01
Loans held for sale	1,909		52		5.49		1,663		63		7.64
Investment securities:
U.S. government and federal agency obligations	3,278,385		68,252		4.20		2,605,522		54,074		4.19
Government-sponsored enterprise obligations	54,696		648		2.39		55,183		654		2.39
State and municipal obligations(A)	702,623		7,273		2.09		792,146		8,050		2.05
Mortgage-backed securities	4,112,639		43,056		2.11		4,714,293		48,712		2.08
Asset-backed securities	1,128,661		21,203		3.79		1,620,338		28,851		3.59
Other debt securities	173,965		2,730		3.16		247,703		3,456		2.81
Trading debt securities(A)	75,349		1,337		3.58		44,750		1,059		4.77
Equity securities(A)	71,498		1,560		4.40		55,743		1,978		7.16
Other securities(A)	248,979		9,931		8.04		224,964		10,799		9.68
Total investment securities	9,846,795		155,990		3.19		10,360,642		157,633		3.07
Federal funds sold	797		13		3.29		1,118		31		5.59
Securities purchased under agreements to resell	892,542		17,847		4.03		819,613		15,934		3.92
Interest earning deposits with banks	2,785,484		51,109		3.70		2,211,682		48,885		4.46
Total interest earning assets	33,954,036		808,592		4.80		30,764,662		740,596		4.85
Allowance for credit losses on loans	(199,890)						(164,300)
Unrealized gain (loss) on debt securities	(662,101)						(886,273)
Cash and due from banks	417,251						377,047
Premises and equipment, net	544,984						498,804
Other assets	1,068,235						809,106
Total assets	$	35,122,515					$	31,399,046
LIABILITIES AND EQUITY:
Interest bearing deposits:
Savings	$	1,316,109	407		.06		$	1,298,808	335		.05
Interest checking and money market	15,894,019		115,346		1.46		13,904,216		103,903		1.51
Certificates of deposit of less than $100,000	1,030,633		15,948		3.12		988,316		17,377		3.55
Certificates of deposit of $100,000 and over	1,432,164		23,500		3.31		1,367,563		26,233		3.87
Total interest bearing deposits	19,672,925		155,201		1.59		17,558,903		147,848		1.70
Borrowings:
Federal funds purchased	$	196,323	$	3,570	3.67		$	129,120	2,800		4.37
Securities sold under agreements to repurchase	2,485,795		29,270		2.37		2,546,156		36,077		2.86
Other borrowings	45,832		872		3.84		1,688		27		3.23
Total borrowings	2,727,950		33,712		2.49		2,676,964		38,904		2.93
Total interest bearing liabilities	22,400,875		188,913		1.70	%	20,235,867		186,752		1.86	%
Non-interest bearing deposits	7,955,060						7,327,945
Other liabilities	413,859						390,618
Equity	4,352,721						3,444,616
Total liabilities and equity	$	35,122,515					$	31,399,046
Net interest margin (FTE)			$	619,679					$	553,844
Net yield on interest earning assets					3.68	%					3.63	%

(A) Stated on a fully taxable-equivalent basis using a federal income tax rate of 21%.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk management focuses on maintaining consistent growth in net interest income within Board-approved policy limits. The Company primarily uses earnings simulation models to analyze net interest income sensitivity to movement in interest rates. The Company performs monthly simulations that model interest rate movements and risk in accordance with changes to its balance sheet composition. For further discussion of the Company’s market risk, see the Interest Rate Sensitivity section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s 2025 Annual Report on Form 10-K.

The table below shows the effects of gradual shifts in interest rates over a twelve month period on the Company’s net interest income versus the Company's net interest income in a flat rate scenario. The simulation presents three rising rate scenarios and three falling rate scenarios, and in these scenarios, rates are assumed to change evenly over 12 months, while the balance sheet remains flat.

The Company utilizes this simulation both for monitoring interest rate risk and for liquidity planning purposes. While the future effects of rising and falling rates on deposit balances cannot be known, the Company maintains a practice of running multiple rate scenarios, when relevant, to better understand interest rate risk and its effect on the Company’s performance.


	June 30, 2026				March 31, 2026
(Dollars in millions)	$ Change in Net Interest Income		% Change in Net Interest Income			$ Change in Net Interest Income		% Change in Net Interest Income
300 basis points rising	$	29.6	2.43	%		$	46.5	3.80	%
200 basis points rising	16.6		1.36			32.2		2.63
100 basis points rising	5.3		.43			17.4		1.42
100 basis points falling	$	(15.7)	(1.29)	%		$	(20.1)	(1.64)	%
200 basis points falling	(15.3)		(1.25)			(30.0)		(2.45)
300 basis points falling	(15.0)		(1.23)			(38.6)		(3.16)

Under the simulation, in the three rising rate scenarios and three falling rate scenarios, interest rate risk is less asset sensitive when compared to the scenarios in the previous quarter. This change was primarily due to a decrease in average interest earning cash balances at the Federal Reserve, an increase in resell agreements with embedded floors, restructuring of the investment securities portfolio, and changes in the deposit balance mix.

The comparison above provides insight into potential effects of changes in rates on net interest income. The Company believes that its approach to interest rate risk has appropriately considered its susceptibility to both rising and falling rates and has adopted strategies which minimize the impact of interest rate risk.

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Item 4. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2026. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective.

As a result of its acquisition of FineMark, the Company has begun to integrate certain business processes and systems of FineMark. Accordingly, certain changes have been made and will continue to be made to our internal control over financial reporting until such time as this integration is complete. As permitted by guidance issued by the Office of the Chief Accountant of the SEC, companies may exclude controls of an acquired business from their assessment of internal control over financial reporting for a period not to extend more than one year beyond the date of the acquisition. Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2026 did not include the internal controls of FineMark, which the Company acquired on January 1, 2026. As of January 1, 2026, FineMark's assets represented approximately 12% of the Company's consolidated assets. There have been no other changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the three-month period ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II: OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The information required by this item is set forth in Part I, Item 1 under Note 18, Legal and Regulatory Proceedings.

Item 1A. RISK FACTORS

The section titled Risk Factors in Part I, Item 1A of the Company’s 2025 Annual Report on Form 10-K included a discussion of the many risks and uncertainties that the Company faces, any one or more of which could have a material adverse effect on its business, results of operations, financial condition (including capital and liquidity), prospects, or the value of or return on an investment in the Company. There are no material changes to the risk factors as previously described under Item 1A of the Company’s 2025 Annual Report on Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth information about the Company's purchases of its $5 par value common stock, its only class of common stock registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share (2)	Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Number that May Yet Be Purchased Under the Program
April 1 - 30, 2026	50,370	$51.71	49,805	7,450,195
May 1 - 31, 2026	895,323	52.09	894,433	6,555,762
June 1 - 30, 2026	1,131,868	53.84	1,129,934	5,425,828
Total	2,077,561	$53.03	2,074,172	5,425,828

(1) Includes 565 shares, 890 shares, and 1,934 shares in April, May, and June 2026, respectively, withheld to meet tax withholding requirements related to the vesting of restricted stock awards.

(2) For shares withheld to meet tax withholding requirements related to the vesting of restricted stock awards, the average market value per share was $50.68, $51.99, and $51.52 in April, May, and June 2026, respectively.

The Company's stock purchases shown above were made under authorizations by the Board of Directors. Under the Board's repurchase authorization in April 2026 of 7,500,000 shares, 5,425,828 shares remained available for purchase at June 30, 2026.

Item 5. OTHER INFORMATION

During the three months ended June 30, 2026, none of the officers or directors of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

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Item 6. EXHIBITS

The exhibits filed as part of this report and exhibits incorporated herein by reference to other documents are listed below.

10.1 — Form of Notice of Grant of Award Agreement for Restricted Stock Units for NEO retention, pursuant to the Commerce Bancshares, Inc. Equity Incentive Plan , was filed in current report on Form 8-K (Commission file number 1-36502) dated July 6, 2026 , and the same is hereby incorporated by reference.

31.1 — Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 — Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32 — Certifications of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101 — Interactive data files in Inline XBRL pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

104 — Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	COMMERCE BANCSHARES, INC.



	By	/s/ MARGARET M. ROWE
		Margaret M. Rowe
Date: August 5, 2026		Senior Vice President & Secretary


	By	/s/ STEVEN A. BRANDJORD
		Steven A. Brandjord
		Controller
Date: August 5, 2026		(Chief Accounting Officer)

Commerce Bancshares - 10-Q quarterly report FY2026 Q2

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