Common and Preferred Stock

12 Months Ended

Dec. 31, 2022

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

Common Stock

Common and Preferred Stock*

On December 19, 2022, the Company distributed a 5% stock dividend on its $5 par common stock for the 29th 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)	2022		2021		2020
Basic income per common share:
Net income attributable to Commerce Bancshares, Inc.	$	488,399	$	530,765	$	354,057
Less preferred stock dividends	—		—		11,966
Net income available to common shareholders	488,399		530,765		342,091
Less income allocated to nonvested restricted stock	4,450		4,846		3,215
Net income allocated to common stock	$	483,949	$	525,919	$	338,876
Weighted average common shares outstanding	125,275		127,738		128,286
Basic income per common share	$	3.86	$	4.12	$	2.64
Diluted income per common share:
Net income available to common shareholders	$	488,399	$	530,765	$	342,091
Less income allocated to nonvested restricted stock	4,442		4,838		3,211
Net income allocated to common stock	$	483,957	$	525,927	$	338,880
Weighted average common shares outstanding	125,275		127,738		128,286
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		300		248
Weighted average diluted common shares outstanding	125,560		128,038		128,534
Diluted income per common share	$	3.85	$	4.11	$	2.64

Unexercised stock appreciation rights of 163 thousand, 92 thousand and 333 thousand were excluded from the computation of diluted income per share for the years ended December 31, 2022, 2021 and 2020, 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 maintains a treasury stock buyback program authorized by its Board of Directors. The most recent authorization in April 2022 approved future purchases of 5,000,000 shares of the Company's common stock. At December 31, 2022, 3,112,058 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)	2022	2021	2020
Shares outstanding at January 1	121,436	117,138	112,132
Issuance of stock:
Awards and sales under employee and director plans	306	328	335
5% stock dividend	5,953	5,790	5,574
Other purchases of treasury stock	(2,684)	(1,807)	(887)
Other	(12)	(13)	(16)
Shares outstanding at December 31	124,999	121,436	117,138

* 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 2022.