Commerce Bancshares, Inc. (NASDAQ:CBSH) announced today that it has participated in an exchange offer initiated by Visa Inc. ("Visa") involving a portion of the Company's Visa Class B‑2 common stock holdings.

Under the terms of the exchange offer, and subject to final settlement, Commerce expects to exchange tendered Visa Class B‑2 shares for a combination of Visa Class B-3 common stock and Visa Class C common stock. The Company has tendered all 411,723 of its shares of Visa Inc. Class B-2 common stock and is awaiting notification of acceptance of that tender and the closing of the exchange offer.

If the Company's tendered shares are accepted and the exchange occurs in the second quarter of 2026, Commerce expects to record a significant gain during the second quarter of 2026, based on the conversion privilege of the Class C common stock and the closing price of Visa Class A common stock. Additionally, if the tendered shares are accepted and the exchange occurs in the second quarter of 2026, Commerce may execute other strategic initiatives, including evaluating its investment portfolio as part of its ongoing capital and balance‑sheet management strategy. This may include repositioning a portion of the Company's investment securities portfolio through the sale of available-for-sale debt securities, which may result in a significant loss, and the purchase of investment securities at current market yields to enhance net interest income, manage interest rate risk, and improve the overall quality and flexibility of the company's balance sheet.

Commerce will provide additional details regarding the tender exchange and any related portfolio actions in future filings or disclosures, as appropriate.