KBRA Places Ratings for FineMark Holdings Inc. on Watch Upgrade Following Merger Announcement

20 Jun 2025   |   New York

Contacts

KBRA places the ratings for Fort Myers, FL-based FineMark Holdings, Inc. (OTCQX: FNBT) on Watch Upgrade, including the senior unsecured debt rating of BBB, the subordinated debt rating of BBB-, and the short-term debt rating of K3 following the announcement on June 16, 2025, that Commerce Bancshares, Inc. (“Commerce”) would acquire FNBT in an all-stock transaction. In addition, KBRA places the ratings for lead subsidiary, FineMark National Bank & Trust, on Watch Upgrade, including the the deposit and senior unsecured debt ratings of BBB+, the subordinated debt rating of BBB, and the short-term deposit and debt ratings of K2. FNBT had total assets of $4 billion as of March 31, 2025.

Commerce is the $32.4 billion holding company for Commerce Bank, which is based in Kansas City, MO, and was founded in 1865. Commerce is a multi-state bank holding company that offers a full suite of banking products and services through its subsidiaries, including payment solutions, investment management, and securities brokerage. According to merger announcement disclosures, Commerce Bank’s trust division will be the 16th largest bank managed trust department, with pro forma AUA of $84 billion and AUM of $52 billion.

Commerce Bank has historically operated with solid regulatory capital levels and robust core deposit funding. It has leading deposit market shares in KS and MO, ranking No. 4 in both states as of June 30, 2024, according to the FDIC. Commerce Bank’s strong historical earnings performance is driven by the low cost of deposit funding and substantial fee revenue contribution (altogether non-interest income perennially constitutes more than one-third of total revenues).

As part of the announcement, FineMark National Bank and Trust will be merged with Commerce Bank and will be operated as a separate division. FNBT Chairman and CEO Joseph R. Catti will be named Chairman of Commerce Trust and CEO of FineMark Bank and Trust upon merger closing, which is expected on January 1, 2026.

The Watch Upgrade status incorporates Commerce Bank’s longstanding record of strong financial and operating performance, underpinned by its robust deposit base and enviable revenue diversification. KBRA further believes that the merger is likely to close as anticipated by Commerce.

To access ratings and relevant documents, click here.

Methodologies

Disclosures

A description of all substantially material sources that were used to prepare the credit rating and information on the methodology(ies) (inclusive of any material models and sensitivity analyses of the relevant key rating assumptions, as applicable) used in determining the credit rating is available in the Information Disclosure Form(s) located here.

Information on the meaning of each rating category can be located here.

Further disclosures relating to this rating action are available in the Information Disclosure Form(s) referenced above. Additional information regarding KBRA policies, methodologies, rating scales and disclosures are available at www.kbra.com.

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Kroll Bond Rating Agency, LLC (KBRA), one of the major credit rating agencies (CRA), is a full-service CRA registered with the U.S. Securities and Exchange Commission as an NRSRO. Kroll Bond Rating Agency Europe Limited is registered as a CRA with the European Securities and Markets Authority. Kroll Bond Rating Agency UK Limited is registered as a CRA with the UK Financial Conduct Authority. In addition, KBRA is designated as a Designated Rating Organization (DRO) by the Ontario Securities Commission for issuers of asset-backed securities to file a short form prospectus or shelf prospectus. KBRA is also recognized as a Qualified Rating Agency by Taiwan’s Financial Supervisory Commission and is recognized by the National Association of Insurance Commissioners as a Credit Rating Provider (CRP) in the U.S.

Doc ID: 1010061

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