Bolsters wealth management business in high-growth markets with addition of FineMark’s assets under administration of $7.7 billion and bank assets of $4.0 billion (Form 8-K)

Bolsters wealth management business in high-growth markets with addition of FineMark's assets under administration of $7.7 billion and bank assets of $4.0 billion

KANSAS CITY, MO & FORT MYERS, FL, June 16, 2025 - Commerce Bancshares, Inc. (NASDAQ:CBSH) ("Commerce") and FineMark Holdings, Inc. (OTCQX:FNBT) ("FineMark") today jointly announced they have entered into a definitive merger agreement pursuant to which Commerce will acquire FineMark in an all-stock transaction valued at approximately $585MM. FineMark is the parent company of FineMark National Bank & Trust, a nationally chartered commercial bank and trust company serving clients through 13 banking offices in Florida, Arizona and South Carolina.

Founded in 2007, FineMark has a long history of building extraordinary client relationships through a holistic, integrated approach to asset management, banking, investments and planning - an approach that aligns closely with Commerce's own client-first philosophy.

As of March 31, 2025, FineMark had assets of $4.0 billion, deposits of $3.1 billion and loans of $2.6 billion. FineMark's Trust and Investment business delivers a comprehensive suite of highly personalized services to approximately 2,000 clients with approximately $7.7 billion in assets under administration ("AUA").

John Kemper, President and Chief Executive Officer of Commerce, said, "We are excited to welcome FineMark, marking a strategic milestone that is the culmination of years of relationship building, mutual trust, and shared values. FineMark is a natural culture fit, with a history of strong asset quality, a shared client-centric approach to wealth management and banking, and a commitment to building strong communities. Together, with over $36 billion in assets and over $82 billion in wealth assets under administration, we are poised to accelerate growth, expand our reach, and deliver even greater value to clients, shareholders, and the communities we serve for many years to come. This acquisition is about more than scale-it's about shared purpose and the opportunity to achieve more together."

John Handy, President and Chief Executive Officer of Commerce Trust, adds, "FineMark's higher-growth markets and exceptional team of professionals provide a platform for continued growth, building on our existing presence in Florida and expanding our footprint in attractive new geographies. We are thrilled to welcome FineMark's team, clients, and shareholders to Commerce."

Joseph R. Catti, Chairman and Chief Executive Officer of FineMark, said, "When we started FineMark in February 2007, the mission was to build extraordinary relationships by going above and beyond. Central to this mission is our culture. We work every day to build and protect the primary attributes which include integrity, hard work, caring and service to others - both in the bank and in the communities we serve.

After several years of getting to know the team at Commerce, we are delighted to have identified a partner that shares these same values and will enable us to continue to grow and further our mission. We believe it reflects well on FineMark that a bank of Commerce's caliber would see the value in what we have created. We are excited to announce a partnership that will benefit both institutions, our clients, and shareholders, while also positioning us to work together towards the next chapter of our combined organization's legacy."

TRANSACTION TERMS

Under the terms of the agreement, shareholders of FineMark will receive a fixed exchange ratio of 0.690 shares of Commerce common stock for each share of FineMark common stock. The per share value equates to $41.87 for FineMark shareholders based on the closing price of Commerce common stock on June 13, 2025, or approximately $585 million in the aggregate including the conversion of outstanding preferred stock. The definitive merger agreement has been approved by the board of directors of each company. The transaction remains subject to regulatory approval, approval of FineMark shareholders and other customary closing conditions. Pending these approvals, the transaction is anticipated to close on January 1, 2026.

CONFERENCE CALL

Commerce will host an investor call on Monday, June 16, at 10:00 a.m. (CT) / 11:00 a.m. (ET), to discuss the acquisition of FineMark. The live audio webcast link and corresponding presentation slides will be available on Commerce's Investor Relations web page at investor.commercebank.com.

A replay of the conference call will be available at investor.commercebank.com.

TRANSACTION ADVISORS

Keefe, Bruyette & Woods, A Stifel Company, served as financial advisor and Holland & Knight LLP acted as legal advisor to Commerce. Piper Sandler & Co. served as financial advisor and Alston & Bird LLP acted as legal advisor to FineMark.

ABOUT COMMERCE

With $32.4 billion in assets¹, Commerce Bancshares, Inc. (NASDAQ: CBSH) is a regional bank holding company offering a full line of banking services through its subsidiaries, including payment solutions, investment management and securities brokerage. One of its subsidiaries, Commerce Bank, leverages 160 years of proven strength and experience to help individuals and businesses solve financial challenges. In addition to offering payment solutions across the U.S., Commerce Bank currently operates full-service banking facilities across the Midwest including the St. Louis and Kansas City metropolitan areas, Springfield, Central Missouri, Central Illinois, Wichita, Tulsa, Oklahoma City, and Denver. Beyond the Midwest, Commerce also maintains commercial offices in Dallas, Houston, Cincinnati, Nashville, Des Moines, Indianapolis, and Grand Rapids and wealth offices in Dallas, Houston and Naples. Commerce delivers high-touch service and sophisticated financial solutions at regional branches, commercial and wealth offices, ATMs, online, mobile and through a 24/7 customer service line. Learn more at www.commercebank.com.

¹As of March 31, 2025

ABOUT FINEMARK

FineMark Holdings, Inc. is the parent company of FineMark National Bank & Trust. Founded in 2007, FineMark is a nationally chartered bank and trust company, headquartered in Florida. Through its offices located in Florida, Arizona and South Carolina, FineMark offers a full range of financial services, including personal and business banking, lending, trust and investment services. FineMark's common stock trades on the OTCQX under the symbol FNBT. Investor information is available on FineMark's website at www.finemarkbank.com.