科默斯银行美股招股说明书(2025-09-10版)

To the Shareholders of FineMark Holdings, Inc.: On behalf of the board of directors of FineMark Holdings, Inc. (“FineMark”), we are pleased to enclosethe accompanying proxy statement/prospectus relating to the proposed acquisition by CommerceBancshares, Inc. (“Commerce”) of FineMark. We are requesting that you take certain actions as a holder ofFineMark common stock (a “FineMark shareholder”). On June16, 2025, Commerce, CBI-Kansas Inc. and FineMark entered into an Agreement and Plan ofMerger (as may be amended, modified or supplemented from time to time in accordance with its terms, the“merger agreement”), pursuant to which Commerce will acquire FineMark. The transaction will create acombined entity with over $85.8billion in assets under administration, an expanded operational footprintacross key markets in Florida, Arizona and the Carolinas, and a shared commitment to personalized clientservice and community engagement. At the effective time of the merger (the “effective time”), (i)each share of common stock, $0.01 parvalue per share, of FineMark (“FineMark common stock”) issued and outstanding immediately prior to theeffective time and (ii)each share of 7.25% SeriesB 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 theFineMark preferred stock) 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 offractional shares. Based on the closing price of Commerce common stock on the Nasdaq Global Select Market(“Nasdaq”) on June13, 2025, the last trading day before the public announcement of the merger, theexchange ratio represented approximately $41.87 in value for each share of FineMark common stock,including the conversion of outstanding FineMark preferred stock, representing merger consideration ofapproximately $585million on an aggregate basis. Based on the closing price of Commerce common stockon Nasdaq on September9, 2025, the last practicable trading day before the date of the accompanying proxystatement/prospectus, of $60.25, the exchange ratio represented approximately $41.57 in value for eachshare of FineMark common stock, including the conversion of outstanding FineMark preferred stock. The value of Commerce stock at the completion of the merger could be greater than, less than or thesame as the value of Commerce common stock on the date of this proxy statement/prospectus. We urge youto obtain current market quotations for Commerce (currently traded on Nasdaq under the trading symbol“CBSH”). FineMark common stock is quoted on the OTCQX under the trading symbol “FNBT.” FineMarkpreferred stock is not listed or quoted on any exchange. We expect the merger will qualify as a “reorganization” within the meaning of Section368(a) of theInternal Revenue Code of 1986, as amended. Accordingly, FineMark shareholders generally will notrecognize any gain or loss for federal income tax purposes on the exchange of shares of FineMark commonstock for Commerce common stock in the merger, except with respect to any cash received by FineMarkshareholders in lieu of fractional shares of Commerce common stock. Based on the number of shares of FineMark common stock outstanding as of September5, 2025,including the conversion of FineMark preferred stock, Commerce expects to issue approximately 9.8million shares of Commerce common stock to FineMark shareholders upon completion of the merger. Weestimate that current FineMark shareholders will own approximately 7% of Commerce common stock. The special meeting of FineMark shareholders (the “FineMark special meeting”) will be heldonOctober15, 2025 at 8:00 a.m., Eastern Time, at FineMark’s main office, located at 8695CollegeParkway, Suite 100, Fort Myers, Florida 33919. At the FineMark special meeting, in addition to otherbusiness, FineMark will ask its shareholders to adopt and approve the merger agreement. Holders of FineMark preferred stock are not entitled to, and are not requested to, vote at the FineMark special meeting.Information about the FineMark special meeting and the merger is contained in the accompanying proxystatement/prospectus. We urge you to read this document carefully and in its entirety. FineMark’s board of directors unanimously recommends that FineMark shareholders vote “FOR” eachof the proposals to be considered at the FineMark special meeting. This document, which serves as a proxy statement for the FineMark special meeting and as aprospectus for the shares of Commerce common stock to be issued in the merger to FineMark shareholders,describes the merger, the documents related to the merger and other related matters. Please carefully readthis entire proxy statement/prospectus, including the section entitled “Risk Factors,” beginn