Common and Preferred Stock

12 Months Ended

Dec. 31, 2021

Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]

Common Stock

Common and Preferred Stock*

On December 17, 2021, the Company distributed a 5% stock dividend on its $5 par common stock for the 28th consecutive year. All per common share data in this report has been restated to reflect the stock dividend.

The Company applies the two-class method of computing income per share, as nonvested share-based awards that pay nonforfeitable common stock dividends are considered securities which participate in undistributed earnings with common stock. The two-class method requires the calculation of separate income per share amounts for the nonvested share-based awards and for common stock. Income per share attributable to common stock is shown in the following table. Nonvested share-based awards are further discussed in Note 11, Stock-Based Compensation.

Basic income per share is based on the weighted average number of common shares outstanding during the year. Diluted income per share gives effect to all dilutive potential common shares that were outstanding during the year. Presented below is a summary of the components used to calculate basic and diluted income per common share, which have been restated for all stock dividends.

(In thousands, except per share data)	2021		2020		2019
Basic income per common share:
Net income attributable to Commerce Bancshares, Inc.	$	530,765	$	354,057	$	421,231
Less preferred stock dividends	—		11,966		9,000
Net income available to common shareholders	530,765		342,091		412,231
Less income allocated to nonvested restricted stock	4,846		3,215		4,019
Net income allocated to common stock	$	525,919	$	338,876	$	408,212
Weighted average common shares outstanding	121,656		122,177		125,446
Basic income per common share	$	4.32	$	2.77	$	3.25
Diluted income per common share:
Net income available to common shareholders	$	530,765	$	342,091	$	412,231
Less income allocated to nonvested restricted stock	4,838		3,211		4,012
Net income allocated to common stock	$	525,927	$	338,880	$	408,219
Weighted average common shares outstanding	121,656		122,177		125,446
Net effect of the assumed exercise of stock-based awards - based on the treasury stock method using the average market price for the respective periods	285		236		312
Weighted average diluted common shares outstanding	121,941		122,413		125,758
Diluted income per common share	$	4.31	$	2.77	$	3.25

Unexercised stock appreciation rights of 88 thousand, 318 thousand and 392 thousand were excluded from the computation of diluted income per share for the years ended December 31, 2021, 2020 and 2019, respectively, because their inclusion would have been anti-dilutive.

On September 1, 2020, the Company redeemed all outstanding shares of its 6.00% Series B Non-Cumulative Perpetual Preferred Stock, $1.00 par value per share, (Series B Preferred Stock) and the corresponding depositary shares representing fractional interests in the Series B Preferred Stock (Series B Depositary Shares). The 6,000,000 depositary shares, each representing a 1/1,000th interest in a share of Series B Preferred Stock, were redeemed simultaneously with the redemption of the Series B Preferred Stock at a redemption price of $25 per depositary share. Regular dividends on the outstanding shares of the Series B Preferred Stock were paid separately on September 1, 2020 to all holders of record as of August 14, 2020, in the customary manner, and future dividends ceased to accrue. For the year ended December 31, 2020, preferred stock dividends totaled $12.0 million, and included $5.2 million related to the preferred stock redemption, which is the excess of the redemption costs over the book value of the preferred stock.

The Company entered into an accelerated share repurchase program in 2019 for $150.0 million. Final settlement of the program occurred at the end of 2019, and a total of 2,432,336 shares of common stock were received by the Company under the

program. Shares purchased under this program were part of the Company's stock repurchase program, as authorized by its Board of Directors. The most recent authorization in November 2019 approved future purchases of 5,000,000 shares of the Company's common stock. At December 31, 2021, 1,737,322 shares of common stock remained available for purchase under the current authorization.

The table below shows activity in the outstanding shares of the Company’s common stock during the past three years. Shares in the table below are presented on an historical basis and have not been restated for the annual 5% stock dividends.

	Years Ended December 31
(In thousands)	2021	2020	2019
Shares outstanding at January 1	117,138	112,132	111,129
Issuance of stock:
Awards and sales under employee and director plans	328	335	329
5% stock dividend	5,790	5,574	5,359
Other purchases of treasury stock	(1,807)	(887)	(4,670)
Other	(13)	(16)	(15)
Shares outstanding at December 31	121,436	117,138	112,132

* Except as noted in the above table, all share and per share amounts in this footnote have been restated for the 5% common stock dividend distributed in 2021.