DEF 14A of Commerce Bancshares Inc /Mo/, Mar 13, 2026

DEF 14A of Commerce Bancshares Inc /Mo/

Filed Mar 13, 2026 · FY20250000022356-26-000107

Open on EDGAR

  1. Notice of Annual Meeting of Shareholders of

    | Equity Compensation Plan Information | 42 | | CEO Pay Ratio | 42 | | Pay Versus Performance Table | 43 | | AUDIT AND RISK COMMITTEE REPORT | 46 | | Pre-approval of Services by the External Independent Registered Public Accounting Firm | 47 | | Fees Paid to KPMG LLP | 47 | | PROPOSAL TWO — RATIFICATION OF THE SELECTION OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025 | 47 | | PROPOSAL THREE — SAY ON PAY — ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION | 47 | | OTHER MATTERS | 48 | | ELECTRONIC ACCESS TO PROXY STATEMENT AND ANNUAL REPORT | 48 |

  2. Director Nominees

    Director Nominees Effective as of the date of the Meeting, the full Board will consist of twelve Directors. The Board will be divided into three classes consisting of four Directors each. The election of four Directors to the 2029 will take place at the Meeting. At its meeting on February 6, 2026, the Board approved the recommendation of the Committee on Governance/Directors that four 2029 Class Directors be elected for a three-year term. If elected, each 2029 Class Director nominee will serve on the Board until the Annual Meeting in 2029, or until their successors are duly elected and qualified in accordance with the Company’s Bylaws. If any of the four nominees should become unable to accept election, the persons named on the proxy card as proxies may vote for such other person(s) recommended by the Company’s Board of Directors. Management has no reason to believe that any of the four nominees for election named below will be unable to serve.

  3. Director Nominees

    | The Board of Directors Recommends that Shareholders Vote FOR All Four Nominees Listed Below |

  4. Director Nominees

    | Nominees For Election to the 2029 Class of Directors | | | Blackford F. Brauer, 49 President Hunter Engineering Company Director Since: May 2022 | Committees: Audit and Risk Committee Other Directorships: None Discussion: Mr. Brauer is President of Hunter Engineering Company, a manufacturer of capital equipment for the automotive industry. Hunter Engineering products are designed and built in the United States and used by automotive workshops in over 100 countries. Mr. Brauer provides experience with business strategy and internal controls, in addition to insight into an industry that is important to the Company. Mr. Brauer earned a Master of Business Administration degree from Northwestern University and Bachelor of Arts degree in Economics from Princeton University. Mr. Brauer serves as a Trustee of Washington University. Mr. Brauer served as a member of the Commerce Bank St. Louis Advisory Board from 2009 to 2022. | | W. Kyle Chapman, 47 President and Chief Executive Officer Barry-Wehmiller Group, Inc. Director Since: May 2022 | Committees: Compensation and Human Resources Committee Other Directorships: None Discussion: As of October 2025, Mr. Chapman was appointed as CEO, in addition to his roles of President and Board Member of Barry-Wehmiller Companies, Inc. and its parent company, Barry-Wehmiller Group, Inc. Mr. Chapman has been with Barry-Wehmiller Companies, Inc., a global organization that manufactures capital equpment and provides consulting services for a broad set of industries (e.g., food & beverage, life sciences, healthcare, general industrial), since 2009, when he co-founded BW Forsyth Partners, a hybrid equity firm. He served as a strategic financial advisor to the Barry-Wehmiller leadership team from 2015 to 2019, while co-leading BW Forsyth Partners, and was named Barry-Wehmiller’s Interim Chief Financial Officer in early 2020, shortly before becoming President. Prior to his employment with Barry-Wehmiller, Mr. Chapman gained private equity and operating experience at various companies. In addition to his experience as a strategic financial advisor, Mr. Chapman provides the Board with a view into the economic conditions associated with a variety of industries. Mr. Chapman has a Bachelor of Science in commerce from the McIntire School of Commerce at the University of Virginia. He served as a member of the Commerce Bank St. Louis Advisory Board from 2012 to 2022. | | Karen L. Daniel, 68 Retired Chief Financial Officer and Executive Director Black & Veatch Director Since: January 2018 | Committees: Committee on Governance/Directors (Chair), Audit and Risk Committee, Executive Committee Other Directorships: Snap-on Tools (since 2005) Discussion: Ms. Karen Daniel graduated from Northwest Missouri State University and received her master’s degree in accounting from the University of Missouri-Kansas City. She spent 11 years with the certified public accounting firm of Peat Marwick (KPMG), rising to Senior Audit Manager. She retired from Black & Veatch in July 2018 as Chief Financial Officer (CFO) and Executive Director. Ms. Daniel joined Black & Veatch in 1992 with the internal audit group, was named Chief Financial Officer in 1999 and joined the Black & Veatch Board of Directors in 2006. In her role as CFO, she was responsible for developing and executing business strategies, and as President of Black & Veatch’s Global Finance & Technology Solutions Division, led the global finance and IT organizations. Ms. Daniel serves on numerous public and philanthropic boards: Snap-on, Inc., Giant Eagle, and Kansas City campus for Animal Care, KC Royals Foundation, Ewing Marion Kauffman Foundation, and the 2017 Chair of the KC Chamber Board of Directors, completing her final term in November 2018. In 2023, Ms. Daniel was appointed President of the Board of Directors for KC2026 which is responsible to deliver World Cup matches and associated activities to the KC region. In July of 2025, Ms. Daniel resigned as president and remains an ex officio member of the Executive Committee. Ms. Daniel also served as Vice-Chair of former President Obama’s Advisory Council on Doing Business in Africa. |

  5. Director Nominees

    | David W. Kemper, 75 Executive Chairman Commerce Bancshares, Inc. Director Since: February 1982 | Committees: Executive Committee (Chairman) Other Directorships: Tower Properties Company (since October 1989); and Post Holdings, Inc. (since September 2015) Discussion: Mr. Kemper became Executive Chairman in August 2018. He previously was the Chairman and Chief Executive Officer of the Company from 1991 to 2018 and was President of the Company from 1982 until February 2013. He graduated cum laude from Harvard College, earned a master’s degree in English literature from Oxford University, and an M.B.A. from the Stanford Graduate School of Business. He is the Past President of the Federal Advisory Council to the Federal Reserve Board. Mr. Kemper is active in the St. Louis community, serving as a board member of Washington University in St. Louis, the Missouri Botanical Garden, and the St. Louis Art Museum. He is also a board member of Post Holdings. Mr. Kemper brings to the Board a thorough understanding of the financial industry and an appreciation of the values upon which the Company was founded. Mr. Kemper is the father of John W. Kemper, President and Chief Executive Officer of the Company. |

  6. Director Nominees

    The following information is provided with respect to the Directors who are continuing in office for the respective periods and until their successors are elected and qualified.

  7. 2028 Class of Directors

    2028 Class of Directors

  8. 2028 Class of Directors

    | Timothy S. Dunn, 48 Chairman of the Board and Chief Investment Officer JE Dunn Construction Company Director Since: April 2025 | Committees: Audit and Risk Committee Other Directorships: None Discussion: Timothy Dunn serves as Chairman of the Board and Chief Investment Officer for the family and employee-owned JE Dunn Construction Company. Started in 1924 and now in its fourth generation of family leadership, JE Dunn serves clients as a national commercial general contractor from its 26 offices with revenues of $8B+. He started his career outside of JE Dunn gaining experience in finance/risk roles. Early in his tenure with JE Dunn, he focused on the risk management and the insurance/surety part of the business. He became Chief Investment Officer of the company in 2010, managing all investment activities of the company and its wholly owned insurance captive, William Henry Insurance, LLC. In 2014, he founded and became President of JE Dunn Capital Partners, a real estate co-invest platform that has originated over $1.75B+ in real estate development deals across a variety of different building types. He succeeded his Father and became board chair in 2019. He supports numerous community efforts and sits on several boards. He brings to this Board finance and risk management expertise in addition to his knowledge of the construction industry, one of the Company’s important target industries for financial services. Mr. Dunn is a graduate of the University of Richmond and holds a BSBA in Accounting and a Master’s in Entrepreneurial Real Estate from the University of Missouri-KC. He served as a member of the Commerce Bank Kansas City Advisory Board from 2018 to 2024. |

  9. 2028 Class of Directors

    | June McAllister Fowler, 69 Retired Senior Vice President, Communications, Marketing and Public Affairs BJC HealthCare Director Since: April 2022 | Committees: Compensation and Human Resources Committee Other Directorships: None Discussion: Until her retirement in December, 2021, as Senior Vice President of Communications, Marketing and Public Affairs of BJC HealthCare, June McAllister Fowler led internal, external, and public policy communications and government and community relations efforts on behalf of BJC HealthCare, one of the largest nonprofit health care organizations in the United States and one of the largest private employers in the state of Missouri. Ms. Fowler had responsibility for multiple areas, including media relations, executive communications, community benefit, community affairs, government and external relations, health literacy, corporate marketing, creative services, web development, media services and the award-winning employee online newspaper, BJC Today. Prior to joining BJC, Ms. Fowler was senior director of communications and community affairs for Mallinckrodt. She began her career as an urban planner with St. Louis County government, ultimately serving as director of the Department of Planning. Ms. Fowler provides the Board a unique insight into the healthcare industry which includes experience managing government and community relations. Ms. Fowler earned her master’s degree in urban affairs from Washington University in St. Louis. She completed her bachelor’s degree at the University of Missouri-Columbia. Ms. Fowler has been an active volunteer throughout the region for many years. She currently serves as the board chair of Cortex Innovation and was recently elected vice chair of the board of the Missouri Botanical Garden. She also serves on the board of The Muny outdoor theater and the St. Louis International Airport Commission. Most recently she was on the boards of KIPP St. Louis Public Charter School (immediate past board chair), Citizens for Modern Transit (immediate past chair). She has served as a member of Washington University Public Affairs National Council, and the Health Care Industry Council of the Federal Reserve Bank of St. Louis. Ms. Fowler is a past chair of the Girl Scout Council of Eastern Missouri and the Metropolitan Association for philanthropy. | | Todd R. Schnuck, 67 Chairman and CEO 1939 Group, Inc. Director Since: April 2010 | Committees: Audit and Risk Committee (Chairman), Committee on Governance/Directors, and Executive Committee Other Directorships: None Discussion: Todd R. Schnuck is Chairman and Chief Executive Officer of 1939 Group, Inc, Festival Foods, Hometown Grocers since September 2025 and Schnuck Markets, Inc. since October 2014; from 2006 to 2014 served as President and Chief Operating Officer; and prior to 2006, served as Chief Financial Officer. As Chairman and Chief Executive Officer of 1939 Group Inc, Festival Foods Hometown Grocer, and Schnuck Markets, Inc., Mr. Schnuck brings to the Board a unique perspective from a consumer driven industry that faces many of the same issues that the Company faces, such as selection of retail locations, geographic expansion, and customer loyalty. With stores in Missouri, Illinois, Indiana, and Wisconsin, 1939 Group, Inc. operates in much of the same footprint as the Company. A graduate of the University of Virginia with an M.B.A. from Cornell, Mr. Schnuck had several years’ experience in the investment banking profession before joining the family-owned business and serving as its Chief Financial Officer and Chief Operating Officer prior to his current position. Mr. Schnuck has previously served as an advisory director of Commerce Bank. |

  10. 2028 Class of Directors

    | Christine B. Taylor, 50 President & Chief Executive Officer Enterprise Mobility Director Since: April 2022 | Committees: Committee on Governance/Directors Other Directorships: None Discussion: Chrissy Taylor is president & CEO of Enterprise Mobility, a leading provider of mobility solutions including car rental, fleet management, flexible vehicle hire, carsharing, vanpooling, car sales, truck rental, luxury rental, vehicle subscription, as well as other transportation technology services and solutions. Enterprise Mobility manages the Enterprise Rent-A-Car, National Car Rental and Alamo brands. As the third generation of Taylors to lead Enterprise Mobility, she rose through the ranks before being elevated to her current role in 2020. Her two previous positions were as executive vice president & chief operating officer from 2016-19 and president & COO from 2019-20. After joining the organization as a management trainee in 2000, her early highlights include developing the business’ consumer rental market in Europe (2006-08), helping guide the financial restructuring of Fleet Management (2008-11), managing the Car Sales business (2011-13) and overseeing North American operations (2013-16). Ms. Taylor serves a number of organizations both nationally and locally, including the Business Roundtable and U.S. Travel Association. She is also part of the first majority female-owned soccer club in MLS history: St. Louis CITY SC. Ms. Taylor brings to the Board insight into the economic trends related to mobility and experience in delivering best-in-class customer experience and service. Ms. Taylor earned a bachelor’s degree in sociology from Miami University and master’s in business administration from Washington University in St. Louis. |

  11. 2028 Class of Directors

    | 2027 Class of Directors | | | Terry D. Bassham, 65 Retired Chief Executive Officer and President Evergy, Inc. Director Since: February 2013 | Committees: Compensation and Human Resources Committee (Chairman), Committee on Governance/Directors and Executive Committee Other Directorships: None Discussion: Prior to his retirement as President & CEO of Evergy, Inc., Mr. Bassham served as Chairman of the Board, President and CEO (since June 2012), of Great Plains Energy, KCP&L, and Greater Missouri Operations. As of January 2021, Mr. Bassham retired from all responsibilities at Evergy. Mr. Bassham originally served as KCP&L Executive Vice President of Finance, Strategic Development and CFO, and subsequently as Executive Vice President of Utility Operations. He graduated from the University of Texas-Arlington and earned a Juris Doctor degree from St. Mary's University Law School in San Antonio, Texas. Mr. Bassham previously practiced as a regulatory attorney and has served as an advisory director of the Company's banking subsidiary in Kansas City. He is active in the Kansas City area community and has served as a board member of the Kansas City Scholars. Mr. Bassham brings to the Board an inside perspective of the energy industry and experience in a highly regulated industry with a publicly traded company. |

  12. 2028 Class of Directors

    | John W. Kemper, 48 President and Chief Executive Officer Commerce Bancshares, Inc. Director Since: September 2015 | Committees: Executive Committee Other Directorships: Tower Properties Company (since March 2008) Discussion: John W. Kemper is President and Chief Executive Officer of Commerce Bancshares, Inc., and Chairman and Chief Executive Officer of Commerce Bank. Mr. Kemper joined Commerce in 2007 leading strategy and working across a number of leadership roles within the Company. Prior to his current role, Mr. Kemper served as the Company’s President and Chief Operating Officer. Before joining Commerce, Mr. Kemper worked as an Engagement Manager in the New York and Chicago offices of McKinsey & Co. While at McKinsey, Mr. Kemper led consulting teams on strategy and operations engagements for a number of clients in the financial services and airline industries. Mr. Kemper holds a Bachelor of Arts in history and political science from Stanford University, a Master of Science in economic history from the London School of Economics and an M.B.A. from Northwestern University's Kellogg School of Management. Mr. Kemper is a member of the Visa Executive Client Counsel and serves on the boards of several civic organizations in the St. Louis region. Mr. Kemper is the son of David W. Kemper, Executive Chairman of the Board. | | Alaina G. Maciá, 49 President and Chief Executive Officer MTM Health Director Since: October 2025 | Committees: Compensation and Human Resources Committee Other Directorships: None Discussion: Ms. Maciá is President and Chief Executive Officer of MTM Health, a national provider of non-emergency medical transportation to Medicaid and Medicare enrollees. MTM operates in all 50 states, providing over 35 million trips per year. Since 2005, she has guided MTM’s expansion from $30 million in annual revenue to nearly $2 billion. Ms. Maciá offers the Board valuable perspective on the healthcare sector, a key target industry for the Company’s financial services. She holds both a Master of Business Administration degree and an undergraduate degree in biomedical engineering from Washington University in St. Louis (WashU). Ms. Maciá serves on the Washington University Board of Trustees; the ISCO (Independent Stave Company) Advisory Board; and the Stupp Corporation Advisory Board. She is also a member of the WashU School of Public Health National Council, the St. Louis Regional Business Council, and the St. Louis Chapter of YPO (Young Presidents’ Organization). From 2021 to 2025, she served on the Commerce Bank St. Louis Advisory Board. | | Benjamin F. Rassieur, III, 71 Retired President Paulo Products Company Director Since: August 1997 | Committees: Audit and Risk Committee Other Directorships: None Discussion: Mr. Rassieur is the retired President of Paulo Products Company and currently an advisor to a subsidiary of Aalberts, N.V. that performs heat treating and metal finishing at six plants in three states and Mexico. His business provides a leading indicator of general economic conditions. Mr. Rassieur graduated cum laude from Amherst College with a degree in economics. He has been a director of Commerce Bank and has been a long-time member of the Company’s Audit and Risk Committee. His community involvement includes being a member of the advisory board of Concordance. |

  13. 2028 Class of Directors

    “Other Directorships,” both for nominees and those continuing in office, includes directorships at any public company or registered investment company during the previous five years.

  14. Director Compensation

    Director Compensation An employee of the Company or a subsidiary of the Company receives no additional compensation for serving as a Director. Non-employee Directors of the Company are required to participate in the Stock Purchase Plan for Non-Employee Directors (the “Director Plan”). Under the Director Plan, compensation payable to a non-employee Director is credited to an account in the name of such Director as earned. As of the last business day of each month, the cash balance in a Director’s account is converted to whole shares of Common Stock based on the consolidated closing bid price of the Common Stock as reported by NASDAQ. Any balance remaining in a Director’s account is carried forward for investment in the next month. As soon as practicable after the end of each year, the Company issues each non-employee Director the number of shares of Common Stock credited to the Director’s account and any cash balance in the account is carried forward for investment in the next year. If a Director dies or ceases to be a non-employee Director during the year, the Company will distribute to the Director (or his or her beneficiary), as soon as reasonably practicable, the number of shares of Common Stock credited to the Director’s account, along with any cash credited to the account. A participant in the Director Plan has no right to vote or receive cash dividends or any other rights as a shareholder with respect to shares credited to the participant’s account until such shares are actually issued. Each non-employee Director of the Company is paid the following amounts, as applicable: an annual retainer of $130,000; a retainer of $20,000 paid to the Lead Director; a retainer of $10,000 paid to each Committee Chair; a retainer of $20,000 paid to each member of the Audit and Risk Committee; a retainer of $5,000 paid to each member of the Compensation and Human Resources Committee and the Committee on Governance/Directors. All amounts are paid per year in equal quarterly installments. Changes to Directors’ compensation are initiated by the Company’s CEO and presented to the Compensation and Human Resources Committee. The Chairman of the Compensation and Human Resources Committee then presents any changes to the full Board of Directors for its approval. The Company has a stock ownership requirement of $300,000 for non-employee Directors. New Directors will have 5 years from the election date to meet the stock ownership requirement. With the exception of June McAllister Fowler (who will have until 2027 to be in compliance) and Timothy S. Dunn and Alaina G. Maciá (who will have until 2030 to be in compliance), all non-employee Directors have satisfied the stock ownership requirement as of December 31, 2025. Compensation earned during 2025 by the non-employee Directors of the Company for their service as Directors is listed in the table below.

  15. Director Compensation

    | | Fees Earned or Paid in Cash (1) | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and NQDC Earnings | All Other Compensation | Total | | Name | $ | $ | $ | $ | $ | $ | $ | | Terry D. Bassham | $150,000 | $— | $— | $— | $— | $— | $150,000 | | Blackford F. Brauer | 150,000 | — | — | — | — | — | 150,000 | | W. Kyle Chapman | 135,000 | — | — | — | — | — | 135,000 | | Karen L. Daniel | 176,250 | — | — | — | — | — | 176,250 | | Earl H. Devanny, III (2) | 55,000 | — | — | — | — | — | 55,000 | | Timothy S. Dunn | 112,500 | — | — | — | — | — | 112,500 | | June McCallister Fowler | 135,000 | — | — | — | — | — | 135,000 | | Jonathan M. Kemper (3) | 86,667 | — | — | — | — | — | 86,667 | | Alaina G. Maciá | 34,563 | — | — | — | — | — | 34,563 | | Benjamin F. Rassieur, III | 155,000 | — | — | — | — | — | 155,000 | | Todd R. Schnuck | 161,250 | — | — | — | — | — | 161,250 | | Christine B. Taylor | 135,000 | — | — | — | — | — | 135,000 |

  16. Director Compensation

    _______________________________________ (1)During 2025, fees earned were credited in cash to an account for each Director in the Director Plan and converted to whole shares of the Common Stock at month end. Any balance remaining in a Director’s account is carried forward for investment in the next month. In January 2026, the following number of shares earned during 2025, were issued to the non-employee Directors: Mr. Bassham — 2,597 shares; Mr. Brauer — 2,597 shares; Mr. Chapman — 2,337 shares; Ms. Daniel — 3,061 shares; Mr. Devanny — 895 shares; Mr. Dunn — 1,991 shares; Ms. Fowler — 2,337 shares; Mr. Kemper — 1,434 shares; Ms. Maciá — 671 shares; Mr. Rassieur — 2,678 shares; Mr. Schnuck — 2,796 shares; and Ms. Taylor — 2,337 shares. (2)Earl H. Devanny, III retired from the Board effective April 25, 2025. (3)Jonathan M. Kemper retired from the Board effective August 31, 2025.

  17. Commerce Long-Term Outperformance Highlights (vs Peer and Large Bank Medians)

    Commerce Long-Term Outperformance Highlights (vs Peer and Large Bank Medians)

  18. Commerce Long-Term Outperformance Highlights (vs Peer and Large Bank Medians)

    | Peer Banks (Ticker Symbols): | ABCB | ASB | OZK | BOKF | CADE | CFR | FNB | FIBK | FULT | HWC | HOMB | | | ONB | PFNP | PB | SFNC | UMBF | UBSI | UCB | WSFS | WSFS | | | | Large Banks (Ticker Symbols): | JPM | BAC | C | WFC | USB | PNC | TFC | FCNC | A | CFG | HBAN |

  19. Commerce Long-Term Outperformance Highlights (vs Peer and Large Bank Medians)

    Data Sources: S&P Global Market Intelligence and company reports and filings as of December 31, 2025. Financial metrics and valuation information calculated as of December 31 for the relevant time periods. Return on Average Assets (ROAA) •Consistently Higher ROAA: Commerce generated a 1.79% ROAA in 2025 versus 1.17% for the Peer Median and 1.02% for the Large Bank Median. •Sustained ROAA Over Time: Over longer horizons, Commerce maintained a 10‑year average ROAA of 1.50% compared with 1.12% for the Peer Median and 1.03% for the Large Bank Median (with a 5‑year average ROAA of 1.60% versus 1.13% and 1.00%, respectively). Common Equity Valuation •Premium Valuation Supported By Performance: Commerce traded at 2.0x price to tangible book value (P/TBV) in 2025, above the Peer Median (1.6x) and modestly above the Large Bank Median (1.9x), reflecting sustained investor recognition of profitability and consistency. •Long‑Term Premium Valuation: Commerce’s valuation premium is also evident over longer periods, with a 5‑year average P/TBV of 2.8x and 10‑year average of 2.7x, versus Peer Median 1.7x / 1.8x and Large Bank Median 1.8x / 1.8x. Total Shareholder Return and Interest Rate Context While Commerce delivered strong operating and financial performance over recent years, including industry‑leading profitability and consistent earnings growth, our one-year and five-year total shareholder returns have been below those of our peer banks. The Board believes this divergence primarily reflects market, valuation, and interest rate dynamics rather than underlying operating performance. Commerce has historically traded at a premium valuation relative to peers, supported by our superior returns on assets, disciplined risk management, and consistency of earnings. During periods of heightened interest rate volatility and sector‑wide pressure on bank valuations, companies with higher starting valuation multiples have experienced greater multiple compression, even when earnings performance remained strong. In addition, Commerce has intentionally maintained an asset‑sensitive balance sheet as a core element of its long‑term financial strategy. A relatively high proportion of floating‑rate loans combined with a low‑cost, stable deposit base has enabled the Company to generate strong net interest income growth and expanding net interest margins in higher‑rate environments, including over the past few years. This positioning is designed to enhance long‑term profitability across interest rate cycles, though it does not produce the same relative earnings tailwinds as some peers in declining rate environments. Despite these market dynamics, Commerce continued to generate returns on average assets and revenue growth meaningfully above peer and large‑bank medians in 2025, reinforcing the durability of our business model and long‑term value creation strategy.

  20. 2025 Annual Incentive Plan

    2025 Annual Incentive Plan The annual incentive plan paid out at 183.6% of target reflecting our strong performance. For 2025, we redesigned our annual incentive plan to align more closely with current market trends and better shareholder alignment. As described herein, the plan is based upon four measures: pre-provision net revenue (PPNR) less net charge offs (NCOs), adjusted return on adjusted tangible common equity (ROATCE), efficiency ratio and revenue.

  21. 2026 Long-Term Incentive Plan

    2026 Long-Term Incentive Plan For 2025 we granted our long-term incentives similar to previous years based upon restricted stock and stock appreciation rights as described in the Long-Term Equity Awards section in this document. However, for 2026, in response to both changing market trends and to align with shareholder interests, we redesigned our long term incentive plan. The 2026 long-term incentive plan is based upon restricted stock units which are one-third time-based (which cliff vest after three years) and two-thirds performance-based. The performance-based portion is forward looking against peers and vests at the end of a three-year performance period based upon peer relative performance on adjusted return on average equity (“ROAE”), diluted EPS and total shareholder return (“TSR”). In addition, earned units are subject to a + or – 20% modifier based on relative TSR compared to peers measured over the same three-year performance period from the date of grant. The 2026 Long-Term Incentive plan includes a governance factor on payouts. If the TSR of Commerce is negative over the three-year period regardless of our performance against peers, the modifier is capped at 100%. This prevents additional payments for above median performance when the marketplace is negative. Further details are provided herein.

  22. Compensation and Human Resources Committee Processes

    Compensation and Human Resources Committee Processes Our Compensation and Human Resources Committee (the “Committee”) meets annually to review the performance of the Executive Management Committee (the “EMC”) and the total compensation program for this group of individuals. The NEOs, are all part of the EMC. During this review process, the Committee considers a number of factors and data to determine appropriate compensation for the NEOs. The Committee noted that the advisory “Say on Pay” shareholder vote for 2025 compensation resulted in 92% approval. The Committee considered the result of the “Say on Pay” vote and determined that the principles on which the Committee’s compensation decisions are based are appropriate. Benchmarks For NEO’s, the Committee utilized proxy-based data for the primary market comparisons. For John Handy, the Committee reviewed market survey data compiled by Aon’s Human Capital Solutions Practice (“Aon”), an external executive consulting firm, for his primary market comparison. The market survey utilized in the compilation was the McLagan 2024 Executive Management Compensation Survey (the “McLagan Survey”). While there is significant overlap between the banks in the NEO Compensation Peer Group and the Peer Banks utilized by management in benchmarking the Company’s economic performance as highlighted above, there are a few differences due to the different focus of the two comparisons. In order to get the best match possible in developing the NEO Compensation Peer Group, financial service companies with a primary scoping factor of asset size $20-$80 billion and secondary filters of revenue $1-$3.5 billion, and market cap >$2.5 billion were used. For 2025 we reestablished our compensation peer group utilizing these factors and based on that, selected the below 24 companies. 17 companies are the same as in the prior year; seven are new. Given that we are in a marketplace with acquisitions we wanted to have more versus fewer established peers. The final grouping - the NEO Compensation Peer Group - consisted of the following 24 companies (listed by Name and Ticker Symbol):

  23. Elements of Compensation

    Elements of Compensation As shown in the chart below, we have four main elements of Compensation: The percentage ranges in the chart above are based on the total compensation values for the last three years and do not necessarily correspond to, and are not a substitute for, the values disclosed in the Summary Compensation (“SCT”) Table and supplemental tables. Base Salary Base salary is a fixed element of annual compensation on which our executive officers may rely. Base salary reflects the external market value of a particular position based on the experiences and qualifications that an individual brings to the position. Base salary levels for our NEOs were compared against the median base salary of the benchmark data to determine whether salary levels are appropriate. Factors included in the comparison of base salaries of our NEOs to those in the benchmark data included the relative size of companies, financial performance (both currently and over a period of time), and the experience and responsibility of the individuals. The Committee does not assign a weight to any particular factor. Annual Cash Incentive Compensation In furtherance of the Company’s pay for performance philosophy, the Commerce Bancshares, Inc. Executive Incentive Compensation Plan (“EICP”) is a short-term cash incentive plan to reward our executive officers for the achievement of Company annual performance goals. For 2025, in consultation with Aon, we assessed the marketplace and redesigned our annual incentive plan to more closely align with current market practices and further align our executive compensation with the best interests of our shareholders as follows: The first two measures utilized in this redesign of the EICP are profitability measures. Pre-Provision Net Revenue (PPNR) Less Net Charge Offs (NCOs) is a bank specific profitability measure which in effect measures results against actual net charge offs. Given that PPNR less NCOs is not a standard GAAP measure, we balance that by using Adjusted Return on Adjusted Tangible Common Equity (ROATCE). These are both very common profitability measures in the banking industry for annual incentive plans. The efficiency and revenue goals are included to ensure we’re growing in an efficient manner in any given year. These measures are all very highly correlated with the bank’s strategic plans. Our goals in any given fiscal year are set in line with that year’s annual budget and our long-term strategic plan. It is important to note that our ten-year history of financial results is materially above the market. As mentioned, our ten-year ROAA is 1.50%, considerably above the peer median of 1.12%. Our NEOs are eligible to receive an annual cash incentive equal to a percentage of their base salary. The target annual cash incentive percentage for each NEO is compared each year by the Committee to the target percentage level of the annual cash incentive component of the benchmark data mentioned previously for the applicable NEO. The Committee then determines the appropriateness of the target annual cash incentive percentages based on individual performance, experience, specific job requirements and contribution of the job to the Company’s success to arrive at a target percentage. The Company performance target is capped at 200% for any given NEO. The target annual cash incentive percentage for 2025 for John Handy, Kevin Barth and Charles Kim remained the same as in 2024. The other NEOs’ target incentive increased as follows: John W. Kemper’s bonus target was increased from 115% to 120%, and Robert Holmes’ bonus target was increased from 65% to 70%. The annual cash incentives payout ranges as percentages of base salary for our NEOs in 2025 were as follows:

  24. Elements of Compensation

    2025 performance metric targets were set in January with reference to the annual financial budget. For 2025, all targets were set at budget with reference to internal forecasts at levels deemed to be challenging, but achievable by the Committee. The table below provides the schedule of metrics and goals that the Committee approved for 2025 (“Company Performance Factor”), along with the outcome of the Company’s actual performance against the goals, as determined by the Committee: The Committee reserves the right to make adjustments to the calculated performance of the Company based on financial results and associated individual payouts to the extent they deem reasonable and necessary to achieve equitable results, taking into account all factors impacting the financial results of the Company including, but not limited to, economic factors and relative performance to peers. John W. Kemper and Robert S. Holmes are measured 100% on the Company Performance Factor. John K. Handy receives 50% of his annual bonus based on the Company Performance Factor and 50% of his bonus based on performance of Commerce Trust. Charles G. Kim and Kevin G. Barth receive 80% of their annual bonuses based on the Company Performance Factor and 20% of their bonuses based on individual performance. Long-Term Equity Awards In 2025, our long-term equity program provided for both stock appreciation rights (“SARs”) and restricted stock awards (“RSAs”). This equity has been awarded in two separate ways described below to provide our executive officers with long-term equity awards that more closely align their interests with the interests of our shareholders, and for retention purposes. The Equity Incentive Plan, which was approved at the 2023 Annual Meeting of Shareholders, provides for the issuance of equity-based awards, including stock options, SARs, restricted stock awards, restricted stock units, performance shares, and performance units. In 2025, restricted stock awards and SARs were granted to our NEOs to provide both immediate value (restricted stock) and value at risk (SARs). The Long-Term Restricted Stock, Current Year Restricted Stock and Current Year SARs (as defined below) are listed in the “Grants of Plan-Based Awards in 2025” table. The number of shares listed in the table is the result of restating the grants to include the 2025 5% stock dividend thereon. First, there is an annual equity award consisting of restricted stock, for longer-term profit growth (the “Long-Term Restricted Stock”), given to NEOs and other select Company officers each year using the following formula: 35% of the average annual cash incentive target for the officer for the three prior years, multiplied by the average Company Performance Factor for the three prior years. The number of shares granted is determined by dividing the value derived by that formula by the closing price of Company stock on the grant date. The formula used to calculate Long-Term Equity Awards was determined by the Committee in past years, and the formula did not change in 2025. The Long-Term Restricted Stock award for our NEOs and other executive management committee members vests at the end of five years from the date of grant, if and only if the Company has cumulative positive net income for the period beginning on January 1 of the year of the grant and ending on the December 31 that next precedes the date the award would otherwise vest. For Long-Term Restricted Stock awards given to all NEOs and other executive officers, the Committee retains discretion to reduce any such award until it is actually granted. Second, the Committee also issues to our NEOs equity-based awards on an annual basis (the “Current Year Restricted Stock” and “Current Year SARs”). To meet individual needs related to creating a portfolio of stock awards, all team members are offered the opportunity to choose the mix of RSAs and SARs from three options: 50% of the value of the grant in RSAs and 50% of the value of the grant in SARs; 75% of the value of the grant in RSAs and 25% of the value of the grant in SARs; or 100% of the value of the grant in RSAs. For the 2025 annual stock award, all NEOs chose to receive 100% of the grant value in RSAs. These awards are not based on any set formula and are treated as being part of base compensation, although the Committee has full discretion to reduce or eliminate any such award and vesting may be conditioned upon Company performance, as well as other factors. These shares reflect the performance of the Company’s stock because their value is based on the stock’s fair market value (restricted stock awards) or Black-Scholes valuation (SARs). The value of the annual stock grant is generally intended to remain constant from year-to-year, but is adjusted as a result of the process described in the next paragraph. In order to provide a retention incentive, each Current Year Restricted Stock award has a vesting period such that the entire grant vests four years from the date of the grant. The Current Year SARs vest ratably on the first, second, third and fourth year anniversaries of the grant date. All restricted stock awards will vest if and only if the Company has cumulative positive net income for the period beginning on January 1 of the year of grant and ending on the December 31 that precedes the date the award would otherwise vest. For equity-based awards given to all NEOs and other executive officers, the Committee retains discretion to reduce any such award until it is actually granted. The starting point for determining the value of the annual stock grant is the value of the grant awarded for the prior year. The Committee then considers whether subjective adjustments are appropriate based on: subjective evaluation of the NEO’s overall individual performance and experience; specific requirements of the NEO’s job and the contribution of the NEO’s job to the Company’s success; and a comparison to the benchmark data. The benchmark data comparison is performed by comparing the sum of the targeted Long-Term Restricted Stock award value (based on an assumed average 100% Company Performance Factor for the three years) for the current year and the value of the annual stock grant that was awarded for the prior year for each person to current market data for the average equity portion of the benchmark data compensation for that person’s position. The value of both awards was determined based on the Company’s current stock price or Black-Scholes value at grant date multiplied by the number of assumed shares. The value of the annual stock grant awarded to each NEO was not changed for 2025. The awards are not designed to be at the same benchmark data percentile for each NEO, and are not designed to equal any particular percentile of the applicable benchmark data. The Committee also considered stock/SAR grant practices of the companies used in the benchmark data, the level of FASB ASC Topic 718 expense that the Company will incur, and expected long-term Company performance. The holders of restricted stock will receive cash dividends declared by the Company prior to the vesting date. Stock dividends will accrue and vest according to the terms of the award. Pursuant to an anti-hedging policy established by the Company, the award agreements include provisions to contractually prohibit a recipient of an equity award from engaging in any derivative transaction with respect to Company stock for the purpose of hedging or otherwise. Beginning with our 2026 long-term incentive equity awards, we have revised how we grant equity. In response to shareholder preferences, and in consultation with Aon, the Company revised the design of our long-term incentive program for our NEOs to promote retention, shareholder alignment, and motivate multi-year performance goal achievement. Specifically, we:

  25. Elements of Compensation

    •Shifted from restricted stock awards and stock appreciation rights to a mix of time-vested and performance-vested restricted stock units. •One-third of the grant value will be time vested units which will cliff vest after three years, and two-thirds of the grant value will be performance vested units tied to three-year forward looking performance goals. •Performance units are earned based on relative performance compared to peers over a three-year period based upon Adjusted ROAE (50% weight) & Diluted EPS Growth (50% weight). •In addition, earned units are subject to a + or – 20% modifier based on relative TSR compared to peers measured three years from the date of grant. •The 2026 LTI plan includes a governance factor on payouts. If the TSR of Commerce is negative over the 3-year period regardless of our performance against peers, the modifier is capped at 100%. This prevents additional payments for above median performance when the marketplace is negative. These changes will be further described in our 2027 proxy statement reporting on 2026 compensation decisions. Allocation of Elements of Compensation Variable compensation: 83% Fixed compensation: 17% Variable compensation: 69% Fixed compensation: 31% The combined compensation elements for our NEOs in 2025 are set forth in the above charts. For purposes of the above calculations, the long-term equity awards were valued as of the grant date based on the fair market value of the underlying stock (restricted stock awards) or Black-Scholes valuation (SARs). Other benefits, including Company allocations and contributions to benefit plans and perquisites, while not considered in determining these allocations, are provided to our executive officers in order to offer a total compensation package that is competitive in the marketplace. Other Benefits Restated Retirement Plan The Company maintains the Commerce Bancshares Restated Retirement Plan (the “Retirement Plan”). The Retirement Plan provides benefits based upon earnings, age and years of participation. Our NEOs, except John W. Kemper and Robert S. Holmes, were participants in the Retirement Plan during 2025. See “Executive Compensation — Pension Benefits Narrative” of this Proxy Statement for a description of the Retirement Plan and our NEOs’ benefits under the plan. Executive Retirement Plan The Company also maintains the Commerce Executive Retirement Plan (“CERP”), a nonqualified plan established to provide benefits to a select group of executives on compensation in excess of the allowable amount under the Company’s Retirement Plan and 401(k) plan. Our NEOs, except for Robert S. Holmes and John K. Handy, participate in the CERP. See “Executive Compensation — Pension Benefits Narrative” of this Proxy Statement for a description of the CERP. The CERP is intended to be a part of participating executive officers’ total compensation. The CERP also provides equitable treatment to participants because it provides retirement benefits which are, as a percentage of total compensation, commensurate with the benefits provided to other employees of the Company. Deferred Compensation Our NEOs are eligible to participate in a nonqualified deferred compensation plan that is a part of the EICP. The EICP allows the participants to contribute a percentage of their annual cash incentive award under this plan and, therefore, defer income tax on these amounts. See “Executive Compensation — Nonqualified Deferred Compensation Narrative” of this Proxy Statement for a description of the deferred compensation plan. This benefit is not considered by the Committee in setting other compensation for our NEOs. Limited Perquisites Our NEOs are eligible for personal use of the Company airplane (in accordance with our corporate airplane policy) and long-term care insurance, the premiums for which are paid by the Company. Our NEOs are also reimbursed for club dues as necessary for business purposes. All employees, including the NEOs, are covered under our health and welfare plans and the Company pays the premiums for basic life and long-term disability coverage and subsidizes the cost of other coverages. The value of all perquisites is determined and included as additional compensation to the NEOs without any gross-up to compensate for accompanying taxes. Our use of perquisites as an element of compensation is limited and is largely based on our historical practices and policies. We do not view perquisites as a significant element of our comprehensive compensation structure, but do believe that they can be used in conjunction with base salary to attract, motivate and retain individuals in a competitive environment.

  26. Severance Agreements

    Severance Agreements We currently have severance agreements in effect with each of the NEOs except Robert S. Holmes. These agreements provide payments or benefits following the occurrence of both a change of control and a qualifying termination. In the event of a qualifying termination after a change in control, each NEO is eligible for a lump sum payment equal to three times the sum of the prior year’s base salary and average annual bonus calculated over a three-year period, and a lump sum payment equal to the greater of the prior year’s actual bonus or the target bonus. Each NEO would also be eligible for the continuation of medical insurance, life insurance, and disability benefit plans for the lesser of 3 years or attainment of age 65, the opportunity to borrow amounts to exercise stock options and taxes on equity based compensation for 180 days after being able to sell such shares, and outplacement services in the event of a qualifying termination. The agreements for our NEOs, other than John W. Kemper, provide for the gross-up payments to offset applicable excise taxes, if any. The Committee believes these agreements serve the best interests of the Company and its shareholders by ensuring that, if a change of control were ever under consideration, the NEOs would be able to advise the Board of Directors dispassionately about the potential transaction and implement the decision of the Board without being unduly influenced by personal concerns such as the economic consequences of possibly losing their jobs following a change of control. These agreements also provide an incentive for our NEOs not to seek other employment due to concern over losing their positions if a change of control were ever under consideration. Additional information regarding these severance agreements is found under the heading “Employment Agreements and Elements of Post-Termination Compensation” of this Proxy Statement.

  27. Policies and Practices Regarding Equity Grants

    Policies and Practices Regarding Equity Grants The Compensation Committee approves granting annual equity awards on approximately the same date each year. Equity awards are not granted when the Company has material nonpublic information, and the Company does not time the disclosure of material nonpublic information (“MNPI”) for the purpose of affecting the value of executive compensation. During fiscal 2025, the Company did not grant stock options to any NEO during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company current report on Form 8-K that disclosed any MNPI.

  28. Other Policies

    Other Policies We adopted policies which expressly prohibit hedging transactions relating to Company common stock (Anti-Hedging Policy), and repricing of underwater stock options, and, except as provided herein, we do not allow excise tax gross-ups (as explained further below). At its February 10, 2012 meeting, the Board, by resolution, adopted a policy not to offer a gross-up for taxes related to severance payments paid in connection with a change of control of the Company to any employee to whom the Company has not made such a commitment prior to the date of the resolution.

  29. EXECUTIVE COMPENSATION

    | Summary Compensation Table | | | Bonus | Stock Awards | Option Awards | Non- Equity Incentive Plan Compen- sation | Change in Pension Value and NQDC Earnings | All Other Compen- sation | Total | | | | Salary | | | | | | | | | Name & Principal Position | Year | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($)(6) | ($) | | John W. Kemper, | 2025 | $1,047,742 | $— | $2,926,209 | $— | $2,313,108 | $— | $211,023 | $6,498,082 | | President and CEO | 2024 | 1,041,602 | — | 2,290,550 | 599,980 | 1,964,441 | — | 136,318 | 6,032,891 | | | 2023 | 1,030,816 | — | 2,065,228 | 537,490 | 905,559 | — | 182,546 | 4,721,639 | | Charles G. Kim, | 2025 | 596,384 | — | 529,201 | — | 802,483 | 30,099 | 94,085 | 2,052,252 | | Executive Vice President | 2024 | 578,641 | — | 509,436 | — | 705,904 | 7,921 | 68,504 | 1,870,406 | | and CFO | 2023 | 559,367 | 32,760 | 494,294 | — | 327,599 | 32,953 | 83,034 | 1,530,007 | | Kevin G. Barth, | 2025 | 596,384 | — | 529,201 | — | 802,483 | 11,391 | 97,613 | 2,037,072 | | Executive Vice President | 2024 | 578,641 | — | 509,436 | — | 705,904 | 8,417 | 66,215 | 1,868,613 | | | 2023 | 559,367 | — | 494,294 | — | 327,599 | 31,440 | 83,094 | 1,495,794 | | Robert S. Holmes | 2025 | 527,580 | — | 420,658 | — | 683,315 | — | 32,428 | 1,663,981 | | Executive Vice President | 2024 | 511,882 | — | 410,954 | — | 550,323 | — | 30,026 | 1,503,185 | | | 2023 | 492,294 | — | 347,559 | — | 269,100 | — | 28,578 | 1,137,531 | | John K. Handy | 2025 | 527,705 | — | 522,476 | — | 662,918 | 5,109 | 27,064 | 1,745,272 | | Executive Vice President | 2024 | 511,882 | — | 507,103 | — | 409,386 | 749 | 26,564 | 1,455,684 | | | 2023 | 494,624 | — | 488,759 | — | 319,350 | 5,730 | 26,046 | 1,334,509 |

  30. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025

  31. Grants of Plan-Based Awards in 2025

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: | All Other Option Awards: | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards | | | | | | | | | | Number of Shares of Stock or Units* | Number of Securities Underlying Options* | | | | | | Thres- hold | Target | Maxi- mum | Thres- hold | Target | Maxi- mum | | | | | | Name | Grant Date | ($)(1) | ($)(1) | ($)(1) | (#) | (#) | (#) | (#)(2) | (#) | ($/Sh) | ($) | | John W. Kemper | 1/28/2025 | | | | | | | 46,127 | | | $2,926,209 | | | | $630,000 | $1,260,000 | $2,520,000 | | | | | | | | | Charles G. Kim | 1/28/2025 | | | | | | | 8,342 | | | 529,201 | | | | 240,437 | 480,874 | 961,748 | | | | | | | | | Kevin G. Barth | 1/28/2025 | | | | | | | 8,342 | | | 529,201 | | | | 240,437 | 480,874 | 961,748 | | | | | | | | | Robert S. Holmes | 1/28/2025 | | | | | | | 6,631 | | | 420,658 | | | | 186,108 | 372,216 | 744,432 | | | | | | | | | John K. Handy | 1/28/2025 | | | | | | | 8,236 | | | 522,476 | | | | 172,815 | 345,629 | 691,258 | | | | | | | |

  32. Grants of Plan-Based Awards in 2025

    (1)Represents the threshold, target and maximum amount payable under the EICP for 2025 performance. For a description of the EICP, see “Annual Cash Incentive Compensation” in the section entitled Compensation Discussion and Analysis. The actual amount earned is reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. (2)Amounts represent both Long-Term Restricted Stock and Current Year Restricted Stock awards granted under the Equity Incentive Plan, as described under “Long-Term Equity Awards” in the section entitled Compensation Discussion and Analysis. * All share and per share amounts in this table have been restated for the 5% stock dividend distributed in 2025.

  33. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  34. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options* (Number Exercisable) | Number of Securities Underlying Unexercised Options* (Number Unexercisable) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price* | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested* | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Name | (#)(1) | (#)(1) | (#) | ($) | | (#) | ($) | (#) | ($) | | John W. Kemper | 10,289 | — | | $36.44 | 1/31/2027 | | | | | | | 16,097 | — | | 39.90 | 1/24/2028 | | | | | | | 47,974 | — | | 43.11 | 1/23/2029 | | | | | | | 28,604 | 9,540 | | 57.24 | 2/2/2032 | | | | | | | 16,890 | 16,893 | | 57.05 | 2/1/2033 | | | | | | | 11,198 | 33,600 | | 47.27 | 1/31/2034 | | | | | | | | | | | | 170,906(2) | $8,945,220 | | | | Charles G. Kim | 9,662 | — | | $36.44 | 1/31/2027 | | | | | | | 9,802 | — | | 39.90 | 1/24/2028 | | | | | | | 10,041 | — | | 43.11 | 1/23/2029 | | | | | | | 9,473 | — | | 51.25 | 2/3/2030 | | | | | | | 7,036 | — | | 53.44 | 2/2/2031 | | | | | | | 4,452 | 1,488 | | 57.24 | 2/2/2032 | | | | | | | | | | | | 38,347(3) | $2,007,082 | | | | Kevin G. Barth | 10,041 | — | | $43.11 | 1/23/2029 | | | | | | | 9,473 | — | | 51.25 | 2/3/2030 | | | | | | | 7,036 | — | | 53.44 | 2/2/2031 | | | | | | | | | | | | 40,746(4) | $2,132,646 | | | | Robert S. Holmes | — | — | | $— | | | | | | | | | | | | | 34,947(5) | $1,829,126 | | | | John K. Handy | — | — | | $— | | | | | | | | | | | | | 36,687(6) | $1,920,198 | | |

  35. Outstanding Equity Awards at Fiscal Year-End

    ______________________________________ (1)The amounts contain SARs granted on January 31, 2017, January 24, 2018, January 23, 2019, February 3, 2020, February 2, 2021, February 2, 2022, February 1, 2023 and January 31, 2024. All SARs expire 10 years after the grant date. SARs generally vest 25% on the first anniversary date after the date of grant and an additional 25% exercisable on the following three anniversary dates. (2)Represents restricted stock which vests as to 34,035 shares on February 2, 2026; 28,263 shares on February 1, 2027; 6,094 shares on February 2, 2027; 38,074 shares on January 31, 2028; 7,935 shares on February 1, 2028; 37,831 shares on January 28, 2029; 10,378 shares on January 31, 2029; and 8,296 shares on January 28, 2030. (3)Represents restricted stock which vests as to 8,424 shares on February 2, 2026; 5,870 shares on February 1, 2027; 2,143 shares on February 2, 2027; 7,085 shares on January 31, 2028; 2,793 shares on February 1, 2028; 5,280 shares on January 28, 2029; 3,690 shares on January 31, 2029; and 3,062 shares on January 28, 2030. (4)Represents restricted stock which vests as to 10,823 shares on February 2, 2026; 5,870 shares on February 1, 2027; 2,143 shares on February 2, 2027; 7,085 shares on January 31, 2028; 2,793 shares on February 1, 2028; 5,280 shares on January 28, 2029; 3,690 shares on January 31, 2029; and 3,062 on January 28, 2030. (5)Represents restricted stock which vests as to 7,455 shares on February 2, 2026; 3,854 shares on February 1, 2027; 3,166 shares on February 2, 2027; 5,710 shares on January 31, 2028; 2,236 shares on February 1, 2028; 1,453 shares on February 2, 2028; 4,255 shares on January 28, 2029; 2,982 shares on January 31, 2029; 1,460 shares on February 2, 2029; and 2,376 shares on January 28, 2030. (6)Represents restricted stock which vests as to 7,668 shares on February 2, 2026; 6,571 shares on February 1, 2027; 1,491 shares on February 2, 2027; 7,930 shares on January 31, 2028; 1,995 shares on February 1, 2028; 5,910 shares on January 28, 2029; 2,796 shares on January 31, 2029; and 2,326 shares on January 28, 2030. * All share and per share amounts in this table have been restated for the 5% stock dividend distributed in 2025.

  36. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025

  37. Option Exercises and Stock Vested in 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise* (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting* (#) | Value Realized on Vesting ($)(2) | | John W. Kemper | — | $— | 41,219 | $2,585,805 | | Charles G. Kim | — | — | 7,461 | 468,053 | | Kevin G. Barth | 7,618 | 477,952 | 7,460 | 467,991 | | Robert S. Holmes | — | — | 6,345 | 398,043 | | John K. Handy | — | — | 11,355 | 712,855 |

  38. Option Exercises and Stock Vested in 2025

    _______________________________________ (1)The dollar amount realized upon exercise is calculated by multiplying the number of shares times the difference between the market price of the underlying securities at exercise and the exercise price of the SAR. (2)The aggregate dollar amount realized upon vesting is calculated by multiplying the number of shares of stock by the market value of the underlying shares on the vesting date. * All share amounts in this table have been restated for the 5% stock dividend distributed in 2025.

  39. Pension Benefits in 2025

    Pension Benefits in 2025 The following table summarizes information for the Retirement Plan and the “Pre-2005 Benefit” portion of the CERP for each of our NEOs.

  40. Pension Benefits in 2025

    | | | Number of Years of Credited Service | Present Value of Accumulated Benefit | Payments During Last Fiscal Year | | Name | Plan Name | (#)(2) | ($)(3) | ($) | | John W. Kemper | Retirement Plan | N/A | $— | $— | | | CERP(1) | N/A | — | — | | Charles G. Kim | Retirement Plan | 14 | 492,179 | — | | | CERP(1) | 14 | — | — | | Kevin G. Barth | Retirement Plan | 20 | 459,864 | — | | | CERP(1) | 20 | — | — | | Robert S. Holmes | Retirement Plan | N/A | — | — | | | CERP(1) | N/A | — | — | | John K. Handy | Retirement Plan | 4 | 79,885 | — | | | CERP(1) | N/A | — | — |

  41. Pension Benefits in 2025

    _______________________________________ (1)Information presented pertains to the “Pre-2005 Benefit” portion of the CERP. (2)The “Number of Years of Credited Service” is less than actual years of service because service prior to membership in the plans and service after December 31, 2004 (the date the plans were frozen) is excluded from credited service. The actual years of service for Messrs. John W. Kemper, Charles G. Kim, Kevin G. Barth, Robert S. Holmes and John K. Handy are 18, 36, 42, 10, and 26, respectively. (3)The present value of the benefits shown is based on a 5.15% interest rate and the Pri-2012 white collar mortality table projected using the generational MP2021 projection scale, assuming benefits commence at normal retirement age of 65.

  42. Pension Benefits Table Narrative

    Pension Benefits Table Narrative The Company maintains the Retirement Plan, which is a tax-qualified defined benefit plan that provides retirement benefits to all employees who completed one year of service and attained age 21 prior to July 1, 2004. Participation in the Retirement Plan was frozen on December 31, 2004. Benefits under the Retirement Plan were partially frozen on December 31, 2004, and fully frozen on December 31, 2010, as described below. The Retirement Plan provides benefits based upon compensation, age, and years of participation. Effective January 1, 1995, benefits were provided under a cash balance formula. Under this formula, a retirement account balance is maintained for each participant. At the end of each plan year beginning after December 31, 1994, and ending December 31, 2004, the participant’s account was credited with a cash balance amount equal to a percentage of compensation for the year plus the same percentage of compensation in excess of 50% of the Social Security taxable wage base for the year. Compensation for this purpose is limited by Section 401(a)(17) of the Code ($205,000 in 2004). The applicable percentage is determined by the sum of the participant’s age and years of participation in the Retirement Plan at the beginning of the plan year, and ranged from 1% for a sum of less than 30 to 4% for a sum of 75 or more. Interest is credited to the participant’s account at the end of each plan year beginning after 1995 at a rate not less than 5% of the account balance at the end of the prior plan year. For 2024, the rate of interest was 5%. Beginning January 1, 2005, no additional cash balance credits will be applied to participants’ accounts. However, for purposes of determining the accrued benefit, interest will continue to be credited to each participant’s account until Normal Retirement Date. Effective December 31, 2010, the retirement benefits provided from the cash balance formula were frozen. The retirement account balance will be converted to a life annuity based on actuarial factors defined in the Retirement Plan on the later of the participant’s Normal Retirement Date (as defined in the Retirement Plan) or December 31, 2010. This change only impacts benefits for participants who work past their Normal Retirement Date as the interest credit will continue to apply until a participant’s Normal Retirement Date. At retirement, a participant may select from various annual benefit options based on actuarial factors defined in the Retirement Plan. In addition to the cash balance formula described above, a participant will receive an annual benefit equal to his annual benefit accrued through December 31, 1994, under the Retirement Plan’s prior formula, adjusted for increases in the cost of living (but not in excess of 4% per year) for each year of participation after December 31, 1994. Effective December 31, 2010, the benefit under the Retirement Plan’s prior formula was also frozen. The final cost of living increase was given on December 31, 2010, and no future cost of living increases will be provided. Certain participants of the Retirement Plan, including NEOs, will receive a special minimum benefit based on the final five-year average compensation and years of service as of December 31, 2004. The Retirement Plan is fully funded by the Company and participants become fully vested after three years of service. All of the participating NEOs are fully vested. The normal retirement age under the Retirement Plan is 65. Of the NEOs, Mr. Kevin G. Barth has attained normal retirement age. Reduced benefits are available as early as age 55 with 10 years of service. Benefits are reduced based on the length of time prior to age 65 that retirement occurs. The reduction is 6.67% per year for each of the first five years of early retirement (age 60-64) plus an additional 3.33% per year for each of the next five years (ages 55-59). Of the NEOs, Messrs. Charles G. Kim and John K. Handy are currently eligible for early retirement. The estimated annual accrued benefits under the Retirement Plan for Messrs. John W. Kemper, Charles G. Kim, Kevin G. Barth, John K. Handy and Robert S. Holmes are: $0, $38,721, $36,530, $7,132 and $0, respectively. These benefits are shown in the form of an annual life annuity commencing at age 65. The age 65 life annuity amount is what is paid to participants who continue employment past Normal Retirement Date, once they retire. Since January 1, 1995, the Company has maintained the CERP to provide a non-tax-qualified deferred compensation plan to a select group of executives whose benefits under the Retirement Plan are limited by the Code. The CERP is unfunded, and benefits are payable from the assets of the Company. The Board of Directors has designated the CEO as a participant and the CEO has designated other executives, including certain NEOs, as participants. The present value of the benefits shown in the table is based on a 5.15% interest rate and the Pri-2012 white collar base mortality tables for employees and retirees using the generational projection scale MP-2021, assuming benefits commence at normal retirement age (or current age, if later). A participant’s benefit under the CERP is the sum of the “Pre-2005 Benefit” and the “Post-2004 Benefit”. A participant’s benefit under the Pre-2005 Benefit is the amount by which (1) exceeds (2) where (1) is the benefit that would be payable under the Retirement Plan if that benefit were calculated using the participant’s compensation including any incentive compensation deferred under a nonqualified deferred compensation plan maintained by the Company and without regard to the compensation limit of Section 401(a)(17) of the Code; and (2) is the benefit actually payable under the Retirement Plan. Consistent with the Retirement Plan, cash balance formula additions under the CERP were frozen effective January 1, 2005, and cost of living increases were discontinued effective December 31, 2010. None of the current NEOs are eligible to receive the Pre-2005 Benefit. Benefits under the Post-2004 Benefit are in the form of a defined contribution plan, and are described in the narrative accompanying the Nonqualified Deferred Compensation table.

  43. Nonqualified Deferred Compensation in 2025

    Nonqualified Deferred Compensation in 2025 The following table summarizes the contributions and earnings during 2025 for the deferred compensation portion of the EICP and the “Post-2004 Benefit” portion of the CERP.

  44. Nonqualified Deferred Compensation in 2025

    | | | Executive Contributions in 2025 | Registrant Contributions/Company Credits in 2025 | Aggregate Earnings in 2025 | Aggregate Withdrawals / Distributions | Aggregate Balance at 12/31/2025 | | Name | Plan Name | ($) | ($)(2) | ($)(3) | ($) | ($) | | John W. Kemper | EICP | $— | $— | $— | $— | $— | | | CERP(1) | — | 186,413 | 59,968 | — | 1,445,740 | | Charles G. Kim | EICP | — | — | — | — | — | | | CERP(1) | — | 66,910 | 48,284 | — | 1,080,878 | | Kevin G. Barth | EICP | — | — | 44,553 | — | 2,528,056 | | | CERP(1) | — | 67,140 | 47,779 | — | 1,070,489 | | Robert S. Holmes | EICP | 38,522 | — | 30,922 | — | 237,918 | | | CERP(1) | — | — | — | — | — | | John K. Handy | EICP | — | — | — | — | — | | | CERP(1) | — | — | — | — | — |

  45. Nonqualified Deferred Compensation in 2025

    _______________________________________ (1)Information presented pertains to the “Post-2004 Benefit” portion of the CERP. (2)Reflects Company contribution credits to the CERP in 2025. These amounts are included in the “All Other Compensation” column of the 2025 Summary Compensation Table. (3)No NEO received preferential or above-market earnings on deferred compensation.

  46. Nonqualified Deferred Compensation Table Narrative

    Nonqualified Deferred Compensation Table Narrative Our NEOs are eligible to participate in a deferred compensation plan that is a part of the EICP. The EICP allows the officers to contribute up to 100% of their annual cash incentive award to this plan and, therefore, defer income tax on these amounts. Participants can select from a number of investment options, which are generally available to other employees in the Company’s 401(k) plan, including a Company stock alternative, to which their deferrals will be credited. Each participant’s account is credited with earnings, or debited with losses, based on performance of those investment options. Benefits are payable in a lump sum or up to ten annual installments. Participants may not make withdrawals during employment. The Post-2004 Benefit portion of the CERP provides for a Company contribution credit on the last day of each plan year beginning on and after January 1, 2005 equal to 7% of the participant’s eligible compensation above the pay limit imposed under the Code for purposes of the Company’s qualified 401(k) retirement plan (the “Participating Investment Plan”) for the year ($350,000 in 2025). The Company may make additional contribution credits to the extent that limitations were imposed on contributions by CERP participants to the Participating Investment Plan due to the nondiscrimination test of Code Section 401(m). No additional contributions were made in 2025. Eligible compensation for the Post-2004 Benefit portion of the CERP generally includes W-2 earnings. Eligible compensation for 2025 in excess of the pay limit imposed under the Code was as follows: Messrs. John W. Kemper $2,663,043; Charles G. Kim $955,853; and Kevin G. Barth $959,147. Note that Robert S. Holmes and John K. Handy were not eligible for the Post-2004 Benefit portion of the CERP during 2025. Each year the Company will credit or debit the participant’s Post-2004 CERP account to reflect deemed earnings. The current rate of earnings credit is fixed at 5%, which corresponds to the rate of interest earned on the cash balance accounts of participants in the Retirement Plan. Benefits are payable in the form of a lump sum or annual installments for up to ten years pursuant to the election of the participant.

  47. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control The following table assumes the relevant triggering event occurred on December 31, 2025.

  48. Potential Payments upon Termination or Change of Control

    | Executive Benefits and Payments upon Termination | Voluntary Termination | Normal Retirement | Death | Disability | Qualified Termination After a Change of Control | | John W. Kemper | | | | | | | Compensation: | | | | | | | Salary | $— | $— | $— | $— | $7,637,282(1) | | Bonus | — | — | — | — | 1,964,441(2) | | SARs/option awards | — | — | — | — | 170,352(3) | | Restricted stock awards | — | 5,229,499 | 5,229,499 | 5,229,499 | 8,945,220(4) | | EICP/CERP | 1,445,740 | 1,445,740 | 1,445,740 | 1,445,740 | 1,445,740(5) | | Excise tax reimbursement | — | — | — | — | —(6) | | Benefits: | | | | | | | Retirement plan | — | — | — | — | —(7) | | Post-termination insurance premiums | — | — | — | — | 102,388(8) | | Total | $1,445,740 | $6,675,239 | $6,675,239 | $6,675,239 | $20,265,423 | | Charles G. Kim | | | | | | | Compensation: | | | | | | | Salary | $— | $— | $— | $— | $93,433(1) | | Bonus | — | — | — | — | 705,904(2) | | SARs/option awards | — | — | — | — | —(3) | | Restricted stock awards | — | 1,173,567 | 1,173,567 | 1,173,567 | 2,007,082(4) | | EICP/CERP | 1,080,878 | 1,080,878 | 1,080,878 | 1,080,878 | 1,080,878(5) | | Excise tax reimbursement | — | — | — | — | —(6) | | Benefits: | | | | | | | Retirement plan | 492,179 | 492,179 | 228,740 | 492,179 | 492,179(7) | | Post-termination insurance premiums | — | — | — | — | 3,045(8) | | Total | $1,573,057 | $2,746,624 | $2,483,185 | $2,746,624 | $4,382,521 | | Kevin G. Barth | | | | | | | Compensation: | | | | | | | Salary | $— | $— | $— | $— | $—(1) | | Bonus | — | — | — | — | 705,904(2) | | SARs/option awards | — | — | — | — | —(3) | | Restricted stock awards | — | 1,296,514 | 1,296,514 | 1,296,514 | 2,132,646(4) | | EICP/CERP | 3,598,545 | 3,598,545 | 3,598,545 | 3,598,545 | 3,598,545(5) | | Excise tax reimbursement | — | — | — | — | —(6) | | Benefits: | | | | | | | Retirement plan | 459,864 | 459,864 | 210,894 | 459,864 | 459,864(7) | | Post-termination insurance premiums | — | — | — | — | —(8) | | Total | $4,058,409 | $5,354,923 | $5,105,953 | $5,354,923 | $6,896,959 |

  49. Potential Payments upon Termination or Change of Control

    | Executive Benefits and Payments upon Termination | Voluntary Termination | Normal Retirement | Death | Disability | Qualified Termination After a Change of Control | | Robert S. Holmes | | | | | | | Compensation: | | | | | | | Salary | $— | $— | $— | $— | $—(1) | | Bonus | — | — | — | — | —(2) | | SARs/option awards | — | — | — | — | —(3) | | Restricted stock awards | — | 1,096,523 | 1,096,523 | 1,096,523 | 1,829,126(4) | | EICP/CERP | 237,918 | 237,918 | 237,918 | 237,918 | 237,918(5) | | Excise tax reimbursement | — | — | — | — | —(6) | | Benefits: | | | | | | | Retirement plan | — | — | — | — | —(7) | | Post-termination insurance premiums | — | — | — | — | —(8) | | Total | $237,918 | $1,334,441 | $1,334,441 | $1,334,441 | $2,067,044 | | John K. Handy | | | | | | | Compensation: | | | | | | | Salary | $— | $— | $— | $— | $1,415,223(1) | | Bonus | — | — | — | — | 409,386(2) | | SARs/option awards | — | — | — | — | —(3) | | Restricted stock awards | — | 1,113,638 | 1,113,638 | 1,113,638 | 1,920,198(4) | | EICP/CERP | — | — | — | — | —(5) | | Excise tax reimbursement | — | — | — | — | —(6) | | Benefits: | | | | | | | Retirement plan | 79,885 | 79,885 | 37,127 | 79,885 | 79,885(7) | | Post-termination insurance premiums | — | — | — | — | 53,178(8) | | Total | $79,885 | $1,193,523 | $1,150,765 | $1,193,523 | $3,877,870 |

  50. Potential Payments upon Termination or Change of Control

    (1)Salary is calculated as the sum of the prior-year base salary plus the average bonus for the prior three years, times the “Severance Period” which means the lesser of: (a) three or (b) the quotient of the number of months following termination until the NEO attains age 65, divided by twelve, and is payable upon a qualifying termination. For John K. Handy, the Severance Period is a number of whole and fractional years equal to the lesser of: (a) one and one half or (b) the quotient of the number of months following termination until the NEO attains age 65, divided by twelve. (2)Bonus amount is the greater of (a) the 2024 annual cash incentive paid in 2025, or (b) the 2025 target annual cash incentive under the EICP, not prorated. (3)Under a Change of Control, all unvested SARs and options would become immediately vested. The amount shown is the excess of the market price of our common stock at December 31, 2025 over the exercise price of all unvested SARs and options. (4)It is assumed that all NEOs are eligible for the special vesting rules as of December 31, 2025. Amounts are based on the prorated vested shares at market price at December 31, 2025. (5)The payment under the EICP/CERP is the aggregate balance in each NEO’s deferred compensation plan that is assumed to be paid upon either voluntary termination, retirement, death, disability or a Change of Control. (6)Under a Change of Control, the Company is required to reimburse the NEOs, other than John W. Kemper and Robert S. Holmes, for any excise taxes that may be imposed and any other fees and expenses. It was determined that none of the NEOs would be eligible for such payments. (7)Benefits payable under the Retirement Plan are assumed to commence at age 65. The benefit upon death is calculated as a portion of the normal benefit. (8)This amount reflects the net present value of estimated insurance payments to be made by the Company for the NEOs, plus a gross-up for taxes, during the Severance Period.

  51. CEO Pay Ratio

    CEO Pay Ratio Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires the Company to disclose the ratio of the annual total compensation of the CEO, Mr. John W. Kemper, to the median employee’s annual total compensation. For 2025, the annual total compensation of the CEO was $6,498,082 and the median of the annual total compensation of all employees of the Company (other than our CEO) was $78,891. Based on this information the ratio of the annual total compensation of the CEO to the median employee was 82 to 1. Since the SEC rules do not mandate a particular approach to determining the median employee, the Company has employed the following approach. The Company selected its first payroll payment date occurring after September 30 as the date upon which to identify the “median employee,” because it provided a reasonably efficient and economical manner in which to make the determination. This first payroll payment occurred on October 10, 2025, which is within the last three months of 2025. As of October 10, 2025, the employee population consisted of 4,612 individuals with all of these individuals located in the United States. This population consisted of full-time and part-time employees, temporary/seasonal employees, and did not include independent contractors. To identify the median of the annual total compensation of all employees, excluding the CEO, as well as to determine the annual total compensation of the median employee and the CEO, the Company took the following steps: •The “median employee” was identified by using a Consistently Applied Compensation Measure (“CACM”), which consisted of the year-to-date amounts of salaries, incentives, overtime pay and those amounts relating to stock-based transactions as reflected in the payroll records. This CACM was applied to all the employees included in the calculation. Since all the employees are located in the United States, as is the CEO, no cost-of-living adjustments were made in identifying the “median employee.” •Once the median employee was identified, all of the elements of such employee’s compensation for 2025 were combined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $78,891. The difference between the median employee’s CACM and the employee’s annual total compensation represents the value of group term life insurance and the Company’s matching contribution to the employee’s 401(k) savings plan. •With respect to the annual total compensation of the CEO, the 2025 amount reported in the “Total” column of the Summary Compensation Table above and incorporated by reference under Item 11 of Part III of the Company’s Annual Report was used.

  52. Pay Versus Performance

    Pay Versus Performance The following table summarizes the total compensation paid to the Company's NEOs versus the performance of the Company for the fiscal years ended December 31, 2025, 2024, 2023, 2022 and 2021. In determining the “compensation actually paid” (“CAP”) to our NEOs, we are required to make various adjustments, as summarized below, to amounts that have been previously reported in the SCT, as the SEC’s valuation methods for stock compensation in this section differ from the methods required to be utilized in the SCT. The table below summarizes compensation values both previously reported in our SCT, as well as the adjusted values required in this section for the 2025, 2024, 2023, 2022 and 2021 calendar years, together with information concerning TSR and the Company’s reported Net Income, as well as an Actual Revenue measure (calculated as net interest income and non-interest income (including securities gains/losses)), which the Company believes represents its most important financial performance measure in evaluating pay-for-performance, other than TSR and Net Income, for the most recently completed fiscal year.

  53. Pay Versus Performance

    | Year | SCT Total for John W. Kemper, CEO | Compensation Actually Paid to John W. Kemper, CEO (1) | Average SCT Total for Other NEOs (2) | Average Compensation Actually Paid to Other NEOs (1)(2) | Value of Initial Fixed $100 Investment Based On | | Net Income (In thousands) | Company Selected Measure - Actual Revenue (4) (In thousands) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (3) | | | | 2025 | $6,498,082 | $4,700,534 | $1,874,644 | $1,575,251 | $111.04 | $152.69 | $570,699 | $1,767,799 | | 2024 | 6,032,891 | 8,296,206 | 1,674,472 | 2,058,855 | 128.00 | 130.95 | 534,401 | 1,663,622 | | 2023 | 4,721,639 | 2,292,647 | 1,374,460 | 847,242 | 102.51 | 115.72 | 485,177 | 1,586,159 | | 2022 | 5,316,890 | 5,621,498 | 1,579,538 | 1,656,782 | 121.89 | 116.18 | 500,020 | 1,509,226 | | 2021 | 4,842,307 | 5,584,200 | 1,515,035 | 1,874,354 | 115.42 | 124.82 | 540,590 | 1,425,876 |

  54. Pay Versus Performance

    ____________________________________ (1) Compensation Actually Paid (CAP) amounts include total compensation per the Summary Compensation Table, less Grant Date Fair Value of Restricted Stock Awards (RSA) and SARs, less Change in Pension Value, plus service cost of the pension, plus the change in fair value of equity awards during the current year. For years 2025, 2024, 2023, 2022 and 2021, there was no service cost for the Pre-2005 CERP and the Qualified pension plan as the benefits were frozen for all five years. A reconciliation of the CAP is shown in the table below:

  55. Pay Versus Performance

    | Year | SCT Total | Deduct: Change in Pension Value | Deduct: SCT Value of Stock Awards | Add: Change in Value of Stock Awards during FY (a) | Deduct: SCT Value of Option Awards | Add: Change in Value of Option Awards during FY (a) | Add: Dividends on Restricted Stock | Compensation Actually Paid | | John W. Kemper, CEO | | | | | | | | | | 2025 | $6,498,082 | $— | $(2,926,209) | $1,309,997 | $— | $(360,381) | $179,045 | $4,700,534 | | Average Other NEOs (2) | | | | | | | | | | 2025 | $1,874,644 | $(11,650) | $(500,384) | $173,019 | $— | $146 | $39,476 | $1,575,251 |

  56. Pay Versus Performance

    _______________________________________ (a) Calculation includes the fair value (computed as of each applicable measurement date in accordance with FASB ASC Topic 718 in a manner consistent with the original calculation of fair value for grant date purposes) of restricted stock awards (both Long-Term Restricted Stock and Current Year Restricted Stock) in the case of the “Change in Value of Stock Awards” column, and SARs in the case of the “Change in Value of Option Awards” column, calculated starting with fair value as of year-end for awards granted during the applicable year, then (i) adding aggregate changes (positive or negative) in such fair value from the prior year-end to current year-end for awards granted in previous years that remained unvested at year-end; (ii) adding aggregate changes (positive or negative) in such fair value from the prior year-end to the vesting date for awards granted in prior years that vested during the applicable year and (iii) subtracting the aggregate fair value as of prior year end for any awards granted in prior years that are deemed to fail to meet applicable vesting conditions and expire during the year. (2) NEOs included in the Average Calculations are: 2025-2022: Messrs. Charles G. Kim, Kevin G. Barth, Robert S. Holmes and John K. Handy 2021: Messrs. Charles G. Kim, Kevin G. Barth, Robert S. Holmes and David W. Kemper (3) Peer Group Total Shareholder Return using the KBW NASDAQ Regional Banking Index (4) Actual Revenue is selected as the most important performance measurement for the current year other than net income which is also presented in the table. Actual Revenue is calculated as net interest income and non-interest income (including securities gains/losses). The following charts demonstrate the relationship between actual compensation paid to John W. Kemper, the Company’s CEO, and average compensation paid to other NEOs and various performance measures of the Company for the fiscal years ended December 31, 2025, 2024, 2023, 2022 and 2021. Total compensation for the CEO and other NEOs, as disclosed in the Summary Compensation Table, is comprised of salaries and equity awards based on the Company Performance Factor from the prior year. The CAP calculation for each year includes changes in fair market value adjustments on vesting and outstanding equity awards during the year. The CAP adjustment fluctuates due to the market conditions for the Company stock and also reflects Company performance in each of the years. The following table lists the most important financial performance measures used by the Company to link compensation actually paid to our NEOs to the performance of the Company for the fiscal year ended December 31, 2025.

  57. Pay Versus Performance

    | Most Important Performance Measures for 2025 | Description | | Pre-provision Net Revenue Less Net Charge-Offs | Pre-provision Net Revenue is net interest income plus non-interest income minus non-interest expense (excluding securities gains/losses) minus net charge-offs compared to target | | Adjusted Return on Adjusted Tangible Common Equity | Adjusted ROATCE is net income attributable to the Company less tax adjusted intangible asset amort / average equity less non-controlling interest less other comprehensive income less goodwill and intangibles compared to target | | Efficiency Ratio | Efficiency Ratio is non-interest expense (excluding intangibles amortization) as a percent of net interest income plus non-interest income compared to target | | Actual Revenue | Revenue is net interest income and non-interest income (including securities gains/losses) compared to target |

  58. Pay Versus Performance

    In setting base salaries for the CEO and other NEOs, the Company considers market data comparisons to similar positions with peer banks in order to determine the appropriateness of the base salary levels. For cash bonuses and equity compensation awards, the Company considers Company’s prior year performance measures including: actual net income as compared to target; actual pre-provision net revenue as compared to target; actual revenue as compared to target; and actual return on equity compared to peer banks. See the “Annual Cash Incentive Compensation” section of the Compensation Discussion and Analysis for further detail.