S-4 S-4 EX-FILING FEES 0000022356 COMMERCE BANCSHARES INC /MO/ N/A N/A 0000022356 2025-08-25 2025-08-25 0000022356 1 2025-08-25 2025-08-25 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables
S-4
COMMERCE BANCSHARES INC /MO/

Table 1: Newly Registered and Carry Forward Securities | ☐Not Applicable
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|  | Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Newly Registered Securities
Fees to be Paid | 1 | Equity | common stock, par value $5.00 per share | Other | 9,791,482 |  | $ 599,267,053.19 | 0.0001531 | $ 91,747.79 |  |  |  |
Fees Previously Paid |  |  |  |  |  |  |  |  |  |  |  |  |
Carry Forward Securities
Carry Forward Securities |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Total Offering Amounts: |  | $ 599,267,053.19 |  | $ 91,747.79 |  |  |  |
|  |  | Total Fees Previously Paid: |  |  |  | $ 0.00 |  |  |  |
|  |  | Total Fee Offsets: |  |  |  | $ 0.00 |  |  |  |
|  |  | Net Fee Due: |  |  |  | $ 91,747.79 |  |  |  |

Offering Note |

1 | a. The number of shares of common stock, par value $5.00 per share, of Commerce Bancshares, Inc. ("Commerce" and, such shares, the "Commerce common stock") being registered is based upon (i) an estimate of the maximum number of shares of common stock, $0.01 par value per share, of FineMark, Holdings, Inc. ("FineMark" and, such shares, the "FineMark common stock") outstanding as of August 22, 2025, or issuable or expected to be exchanged, including the conversion of outstanding 7.25% Series B Non-Cumulative Perpetual Convertible Preferred Stock (such shares, the "FineMark preferred stock"), in connection with the merger of FineMark with and into CBI-Kansas, Inc., a wholly owned subsidiary of Commerce ("CBI-Kansas"), with CBI-Kansas continuing as the surviving corporation (the "merger"), pursuant to the Agreement and Plan of Merger, dated as of June 16, 2025, by and among Commerce, CBI-Kansas, and FineMark (the "merger agreement"), which collectively equal to 14,190,553, multiplied by (ii) the exchange ratio of 0.690 of a share of Commerce common stock for each share of FineMark common stock, including the conversion of outstanding FineMark preferred stock b. Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended, and calculated in accordance with Rules 457(c) and 457(f)(1) promulgated thereunder. The maximum aggregate offering price is (i) the average of the high and low prices of FineMark common stock as reported on the OTCQX on August 22, 2025 ($42.23 per share) multiplied by (ii) the estimated maximum number of shares of FineMark common stock to be converted in the merger (14,190,553).

Table 2: Fee Offset Claims and Sources | ☑Not Applicable
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|  | Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A
Fee Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A
Rule 457(p)
Fee Offset Claims | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A
Fee Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A

Table 3: Combined Prospectuses | ☑Not Applicable
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| Security Type | Security Class Title | Amount of Securities Previously Registered | Maximum Aggregate Offering Price of Securities Previously Registered | Form Type | File Number | Initial Effective Date
--- | --- | --- | --- | --- | --- | --- | ---
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A