Material Agreement (Form 8-K)

On June 16, 2025, Commerce Bancshares, Inc., a Missouri corporation ("Commerce"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with CBI-Kansas, Inc., a Kansas corporation and direct wholly owned subsidiary of Commerce ("CBI-Kansas"), and FineMark Holdings, Inc., a Florida corporation ("FineMark"). The Merger Agreement provides that, upon the terms and conditions set forth therein, FineMark will merge with and into CBI-Kansas (the "Merger"), with CBI-Kansas continuing as the surviving corporation in the Merger. Promptly following the Merger, FineMark National Bank & Trust, a nationally-chartered commercial bank and trust company and wholly owned subsidiary of FineMark, will merge with and into Commerce Bank, a Missouri state-chartered trust company and wholly owned subsidiary of CBI-Kansas (the "Bank Merger"), with Commerce Bank continuing as the surviving bank in the Bank Merger. The boards of directors of each of Commerce, CBI-Kansas and FineMark have approved the Merger Agreement.

Merger Consideration

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), (i) each share of common stock, $0.01 par value per share, of FineMark ("FineMark Common Stock") issued and outstanding immediately prior to the Effective Time and (ii) each share of 7.25% Series B Non-Cumulative Perpetual Convertible Preferred Stock ("FineMark Preferred Stock") issued and outstanding immediately prior to the Effective Time (on an as-converted-to-FineMark Common Stock basis in accordance with the Certificate of Designation of the FineMark Preferred Stock) (other than certain excluded shares as described in the Merger Agreement, including FineMark Common Stock held by a holder who has properly exercised dissenters' rights in respect of such shares) will be converted into the right to receive 0.690 of a share (the "Exchange Ratio") of common stock, par value $5.00 per share, of Commerce ("Commerce Common Stock") and cash in lieu of fractional shares.

Treatment of FineMark Equity Awards

Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of FineMark Common Stock ("FineMark Option") granted under FineMark's equity compensation plans that is outstanding immediately prior to the Effective Time will fully vest (to the extent unvested) and be cancelled and converted into the right to receive from Commerce a cash payment equal to the product of (i) the number of shares of FineMark Common Stock subject to such FineMark Option as of immediately prior to the Effective Time multiplied by (ii) the excess, if any, of (A) the cashout price of such FineMark Option (as specified in the Merger Agreement) over (B) the exercise price per share of FineMark Common Stock subject to such FineMark Option as of immediately prior to the Effective Time. If the per share exercise price of a FineMark Option that is outstanding as of immediately prior to the Effective Time is equal to or greater than the cashout price of such FineMark Option (as specified in the Merger Agreement), such FineMark Option will be cancelled at the Effective Time for no consideration.

The Merger Agreement also provides that, on the Closing Date (as defined in the Merger Agreement) but prior to the Effective Time, the outstanding restricted stock units ("FineMark RSUs") granted under FineMark's equity compensation plans will be cancelled and terminated and, in full satisfaction thereof, each such FineMark RSU will receive one share of FineMark Common Stock, which will then convert into fully vested shares of Commerce Common Stock in accordance with the Exchange Ratio.

Notwithstanding the above, unless otherwise determined by Commerce, FineMark RSUs that are granted on or after the date of the Merger Agreement but prior to the Closing Date (which FineMark RSUs may be granted only under certain circumstances) will not become vested at the Effective Time, and instead will either convert into a restricted stock unit or restricted stock award of Commerce covering a number of shares of Commerce Common Stock (rounded to the nearest whole share) equal to the number of shares of FineMark Common Stock subject to such FineMark RSU award immediately prior to the Effective Time multiplied by the Exchange Ratio, or will be cancelled and terminated at the Effective Time in exchange for a replacement restricted stock unit or restricted stock award of Commerce covering a number of shares of Commerce Common Stock (rounded to the nearest whole share) equal to the number of shares of FineMark Common Stock subject to such FineMark RSU award immediately prior to the Effective Time multiplied by the Exchange Ratio.