December 2024 Investor Presentation NASDAQ: WASH Disclaimers 2 Summary of December Strategic Actions Common stock offering and balance sheet repositioning will result in improved future earnings, higher capital levels to support growth and an improved interest rate risk profile | | | Announced common stock offering on 12/12/2024 | | | --- | --- | --- | --- | | 1 | Common Stock | Issued ~2.2 million new shares at $34 per/share o 6.3% discount to last sale (12/12/2024) | $70 million(1) | | | Offering | Net ca ...

Core Viewpoint - Commerce Bancshares, Inc. (CBSH) is positioned for top-line growth due to strong loan demand and high interest rates, although concerns about weak asset quality and elevated expenses persist [1] Group 1: Growth Drivers - Solid loan balances have recorded a compound annual growth rate (CAGR) of 3.2% from 2019 to 2024, contributing to revenue growth despite a decline in 2020, with a five-year CAGR of 4.2% [2] - Total revenues are expected to grow at a CAGR of 2.7% by 2027, with capital market fees projected to grow at 5.1% and loan fees and sales at 5% [3] Group 2: Interest Rates and Balance Sheet Strategy - The Federal Reserve's steady interest rates will support CBSH's net yield on interest-earning assets, which expanded to 3.47% in 2024 from 3.16% in 2023 and is expected to reach 3.75% by 2027 [4][5] - CBSH's balance sheet repositioning strategy, initiated in May 2024, involves selling debt securities and reinvesting proceeds at higher yields, which is anticipated to boost growth [4] Group 3: Capital and Liquidity Position - As of March 31, 2025, CBSH had total debt of $624.7 million and cash and due from banks totaling $3.3 billion, indicating strong earnings capacity to meet debt obligations [6] - CBSH has a history of consistent capital distribution, including a 5% stock dividend for over 25 years and a share repurchase program, enhancing shareholder value [7] Group 4: Near-Term Challenges - Asset quality has been deteriorating, with a significant rise in provisions for credit losses recorded in 2022 and 2023, and total net loan charge-offs (NCOs) showing a CAGR of 2.8% over four years ending in 2024 [8][9] - Non-interest expenses have increased at a CAGR of 4.4% over the last five years, primarily due to higher salaries and benefits, and are expected to continue rising amid technology investments and inflationary pressures [11]

Financial Data and Key Metrics Changes - First quarter GAAP earnings per common share were $0.47 while distributable earnings were a loss of $0.09 per common share [15] - Net interest income declined to $14.6 million, primarily due to the movement of non-core assets to nonaccrual status [15] - Book value per share remained flat at $10.61, with total leverage declining to 3.5 times [18] Business Line Data and Key Metrics Changes - The total CRE loan portfolio was bifurcated into $5.9 billion core loans and $1.2 billion non-core loans [7] - Core portfolio payoffs resulted in a 5% decline to $5.9 billion, with 78% concentration in multifamily [8] - Non-core portfolio was reduced by 6% to $740 million, with expectations to further reduce it to approximately $270 million in the second quarter [10] Market Data and Key Metrics Changes - The multifamily sector showed resilience with a 1% increase in rents in Q1 2025 despite macroeconomic pressures [5] - The twelve-month default rate for the SBA business was 3.2%, slightly better than the industry average of 3.4% [12] - Freddie Mac volume was down in Q1 due to tightened processes, with a more robust pipeline expected in Q2 [58] Company Strategy and Development Direction - The company initiated a balance sheet repositioning plan in Q4 2024, focusing on liquidating non-core assets to reinvest in the core portfolio [14] - The strategy aims to restore net interest margin (NIM) to peer group levels by 2025, with accretion expected in 2026 [14] - The company remains committed to supporting the Portland mixed-use asset project, aiming for stabilization and eventual exit of components [11][43] Management's Comments on Operating Environment and Future Outlook - Management noted that the recovery in the commercial real estate (CRE) market is affected by tariffs and recession risks, but the multifamily sector remains strong [5] - The company expects to maintain its current dividend level until the earnings profile warrants an increase [14] - Management expressed confidence in navigating the shifting policy landscape in the SBA business, despite anticipated moderation in volume [12][51] Other Important Information - The company completed the UDF merger, generating a bargain purchase gain of $102.5 million, which added $167.1 million of equity to the balance sheet [17] - Liquidity remains healthy with unrestricted cash over $200 million and $1 billion of total unencumbered assets [20] Q&A Session Summary Question: Impact of April's volatility on non-core book expectations - Management indicated that ongoing conversations with various parties are progressing well and do not expect material diversion from pricing or timing expectations [23][24] Question: Near-term expectations for distributable earnings trajectory - Management highlighted that the repositioning of assets is a key catalyst for future earnings improvement, with expectations for a gradual upward trend post-liquidation [30] Question: Current views on share repurchases versus liquidity - Management is balancing the benefits of share repurchases with the need to maintain liquidity given upcoming debt maturities [31] Question: Catalyst for CLO interest coverage issues - Management noted that elevated rates are impacting NOIs, leading to increased modifications and stress within CLOs [39] Question: Status of the Portland asset and future plans - Management confirmed that the asset is currently levered and will remain so, with plans to stabilize and sequentially exit components as they improve [43][44] Question: Expected moderation in SBA volumes - Management anticipates SBA volumes to be below the $1.5 billion mark for at least a couple of quarters due to policy changes and administrative delays [52]