Final Order of Approval for Indirect Controlling Interest in Commerce Bank & Trust and Trivergent Trust Company

Index: OFR 2026 - 298 .... ,
CKETED •
STATE OF FLORIDA /2026
OFFICE OF FINANCIAL REGULATION G"l.
In Re: APPLICATION FOR CERTIFICATE
OF APPROVAL TO PURCHASE OR
ACQUIRE AN INDIRECT CONTROLLING
INTEREST IN COMMERCE BANK &
TRUST, WINTER PARK, ORANGE
COUNTY, FLORIDA AND TRIVERGENT
TRUST COMPANY, LLC, WINTER PARK,
ORANGE COUNTY, FLORIDA.
Case No.: 139034
FINAL ORDER OF APPROVAL
On June 5, 2026, the Office of Financial Regulation ("Office") issued the attached Notice oflntent to Approve ("NOI") the application by Mrs. Sharon M. France ("Applicant") for approval for authority to acquire an indirect controlling interest in Commerce Bank & Trust ("Bank"), Winter Park, Orange County, Florida and Trivergent Trust Company, LLC ("Trust Company"), Winter Park, Orange County, Florida by directly acquiring a controlling interest in Commerce National Bankshares of Florida, Inc. On June 5, 2026, the Office received the Applicant's written waiver of the right to an administrative hearing concerning the Office's intended action. Accordingly, it is ORDERED:

1. The application is APPROVED, subject to satisfaction of the conditions contained
   in the attached NOi.
2. The Applicant must satisfy the conditions of approval specified in the attached NOi.
   Until these conditions have been met, or if any interim development is deemed to warrant further action by the Office, the Office reserves the right to alter, suspend, or withdraw approval. DONE and ORDERED this ~ day of June, 2026, at Tallahassee, Leon County, Florida. RuJli~WM Commissioner

NOTICE OF RIGHT TO APPELLATE REVIEW
A PARTY WHO IS ADVERSELY AFFECTED BY THIS FINAL ORDER IS ENTITLED TO JUDICIAL REVIEW PURSUANT TO SECTION 120.68, FLORIDA STATUTES. REVIEW PROCEEDINGS ARE GOVERNED BY THE FLORIDA RULES OF APPELLATE PROCEDURE. SUCH PROCEEDINGS ARE COMMENCED BY FILING THE ORIGINAL NOTICE OF APPEAL WITH THE AGENCY CLERK FOR THE OFFICE OF FINANCIAL REGULATION AS FOLLOWS:
By Mail or Email
Agency Clerk
Office of Financial Regulation
P.O. Box 8050
Tallahassee, Florida 32314-8050
Phone: (850) 410-9889
Agency.Clerk@flofr.gov
OR Bv Hand Delivery
Agency Clerk
Office of Financial Regulation
General Counsel's Office
The Fletcher Building l 0 1 East Gaines Street Tallahassee, Florida 32399-0379 Phone: (850) 410-9889 A COPY OF THE NOTICE OF APPEAL, ACCOMPANIED BY THE FILING FEES AS REQUIRED BY LAW, MUST ALSO BE FILED WITH THE DISTRICT COURT OF APPEAL, FIRST DISTRICT, 2000 DRAYTON DRIVE, TALLAHASSEE, FLORIDA 32399-0950, OR WITH THE DISTRICT COURT OF APPEAL IN THE APPELLATE DISTRICT WHERE THE PARTY RESIDES. THE NOTICE OF APPEAL MUST BE FILED WITH BOTH THE AGENCY CLERK FOR THE OFFICE OF FINANCIAL REGULATION AND THE DISTRICT COURT OF APPEAL WITHIN 30 DAYS OF THE RENDITION OF THIS ORDER. 2 of3

CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing Final Order of Approval has been furnished by electronic mail to Daniele Buzzerio at Daniele Buzzerio at DBuzzerio@cbt-fl.com this --3.i_�ay of June, 2026. 0 orida 32314-8050 ncy.Clerk@flofr.gov Phone: (850) 410-9889 3 of3

Commissioner Russell C. Weigel, III
June 5, 2026
Mr. Daniele Buzzerio
Commerce National Bankshares of Florida, Inc.
1201 South Orlando A venue, Suite 100
Winter Park, Florida 32789
Re: Application for Certificate of Approval to Purchase or Acquire an Indirect Controlling Interest in Commerce Bank & Trust, Winter Park, Orange County, Florida and Trivergent Trust Company,
LLC. Winter Park, Orange County, Florida.
OFR Case No.: 139034
Dear Ms. Buzzerio:
NOTICE IS HEREBY GIVEN pursuant to chapters 655, 658, and sections 120.60 and 120.80, Florida Statutes, that the Office of Financial Regulation ("Office") has considered the information presented in the application by Mrs. Sharon M. France ("Applicant" or "Mrs. France") for authority to acquire an indirect controlling interest Commerce Bank & Trust ("Bank"), Winter Park, Orange County, Florida and Trivergent Trust Company, LLC ("Trust Company"), Winter Park, Orange County, Florida by directly acquiring a controlling interest in Commerce National Bankshares of Florida, Inc., and intends to approve the application based upon the following:
FINDINGS OF FACT
(I) On December 18, 2025, the Applicant filed an application for authority to acquire an indirect controlling interest in the Bank and the Trust Company. (2) Notice of the application was published in the Florida Administrative Register on December 24,
2025. No hearing was requested, and none was held.
(3) Commerce National Bankshares of Florida, Inc. ("Bankshares") is a Florida corporation and a registered bank holding company, located at 1201 South Orlando Avenue, Suite 100, Winter Park, Florida 32789 and is the parent company of the Bank and the Trust Company. Mrs. France is seeking approval to acquire approximately 72. 79 percent of the shares of Bankshares. (4) Commerce Bank & Trust is a state-chartered bank with its main office at 1201 South Orlando Avenue, Suite 100, Winter Park, Florida 32789. The Bank opened for business on February 3, 2003 under the name Commerce National Bank of Florida, and the Bank currently operates under the Florida charter number 1234-T and does have trust powers. (5) Trivergent Trust Company, LLC is a state-chartered trust company with its main office at 1201 South Orlando Avenue, Suite 370, Winter Park, Florida 32789. The Trust Company opened for business on December 10, 2018 and operates under the Florida charter nwnber 291-T (6) The Office deemed the application complete on April 16, 2026 with a resulting decision due date for the application of June 14, 2026. WWW.FLOFR.COM 101 East Gaines Street, Tallahassee, Florida 32399-0370 (850)410-9601 • FAX(850)410-9663 Mailing Address: 200 East Gaines Street, Tallahassee, Florida 32399-0370

Daniele Buzzerio
Commerce National Bankshares of Florida, Inc.
June 5, 2026
Page 2
(7) On or about March 11, 2026, the Applicant filed an application with the Federal Reserve Bank of Atlanta ("FRB") pursuant to Section 3(a)(3) of the Bank Holding Company Act of 1956, as amended. (8) The Applicant states it will come to own or control at least 2,483,843 or 72.79 percent of the outstanding shares ofBankshares in exchange for the transfer of assets equivalent to the value of the shares (approximately $11,674,062.10) to be acquired. (9) The Applicant's ownership and/or control percentage will exceed 10 percent due to the following factors:
a. Mrs. France will own or control 72.79 percent of Bankshares as a result of the proposed transaction b. Jennifer France Bates is the daughter of Mrs. France and is currently a Director at both the Bank and Trust Company and also owns approximately 22,500 shares of Banks hares.
c. As a result of the transaction, Mrs. France and Jennifer France Bates will be considered
a control group.
(10) The Applicant has represented that no changes are planned to the Bank's or the Trust Company's executive management or to the Board of Directors. CONCLUSIONS OF LAW (11) Based upon the information submitted by the Applicant and investigation by the Office, the Applicant is qualified by reputation, character, experience, and financial responsibility to control and operate the Bank and the Trust Company in a legal and proper manner and the interests of the other stockholders, and the depositors and creditors of the Bank and the Trust Company and the interests of the public generally, will not be jeopardized by the proposed change in ownership and controlling interest. Having considered the application, the Office concludes that the application satisfies the criteria of sections 658.27 and 658.28, Florida Statutes (2025). Consequently, the Office intends to approve this application subject to the following conditions:
(1) That the FRB approves or otherwise does not object to the proposed transaction, and the approval is not terminated, rescinded, or otherwise withdrawn regarding the indirect acquisition of the Bank and the Trust Company. (2) That the Bank's and the Trust Company's executive management and Board of Directors prior to the consummation of the transaction, will not subsequently change as a result of the change￾of-control application. (3) That any substantial change in the structure of ownership, whether direct or indirect, or composition of the Applicant or Bankshares from that described in the application, must be reported to the Office to determine continued compliance with section 658.28, Florida Statutes. (4) That, pursuant to section 655.0385(1), Florida Statutes, and Rule 69U-100.03852, Florida Administrative Code, the Bank and the Trust Company shall notify, and file an application

Daniele Buzzerio
Commerce National Bankshares of Florida, Inc.
June 5, 2026
Page 3
with, the Office regarding the proposed appointment of any individual to the board of directors or the employment of any individual as an executive officer or equivalent position, at least 60 days before such appointment or employment becomes effective. Prior to serving in his/her proposed capacity, the individual must be approved in writing by the Office. This condition shall be in effect for two years following the indirect acquisition of the Bank the Trust Company, or any period in which the Bank and the Trust Company are otherwise required by the Office to report significant events per section 655.948, Florida Statutes. (5) That, as a result of this application, the Applicant is authorized to own or control, directly or indirectly, up to 100 percent of all classes of Bankshares' s outstanding shares of stock, and that no entity, individual, or group of individuals, other than the Applicant is authorized by this Notice to directly or indirectly own or control over 9.99 percent or more of the total outstanding shares of the Bank or the Trust Company's stock as a result of this transaction. (6) That as a result of the proposed transaction as described in the application, the Office be provided with copies of any agreements or contracts between Bankshares, the Bank, and/or the Trust Company and the Applicant or any company, partnership, or other business entity owned or controlled by the Applicant, or affiliated parties of the Applicant, prior to execution of any such agreement or the transaction of any business between the signatory parties under the terms of such agreement for two years following the indirect acquisition of the Bank the Trust Company. (7) That the Bank and the Trust Company shall operate within the parameters of their respective existing business plans. The Bank and the Trust Company shall promptly notify the Office of any material deviations or changes from its existing business plan and shall submit proposed revisions to the business plan to the Office for its review. Any revised financial projections shall reflect the current understanding of costs, competition, interest rate levels and trends, local demand for the products and services offered, and other factors affecting the performance and growth of the Bank or the Trust Company. If the Office determines whether the Bank or the Trust Company has significantly deviated from their respective existing business plans within one year of the date of a Final Order, a new business plan shall be developed and submitted to the Office and the appropriate federal regulators for review and concurrence. (8) That the consummation of the proposed transaction as described in the application conforms to all requirements of Federal Law and the laws of the State of Florida. (9) That the Applicant adheres to the requirements set forth in section 655.0386, Florida Statutes. The Office will issue a conditional Final Order of Approval after the expiration of the 21-day period contained in the
Notice of Rights unless the Applicant elects to waive rights to a hearing by providing written notification of such waiver to the Office. Before all the conditions specified above and other reasonable requirements of the Office have been fulfilled, or if any interim development is deemed by the Office to warrant such action, the Office retains the right to alter, suspend, or withdraw approval of the indirect change in control of the Bank and the Trust Company. This approval shall expire six months from the date of the Final Order, unless the Office has granted a request for an extension of time for good cause shown. In taking this action, the Office has relied on the representations and commitments made by the Applicant in the application and all supplemental information submitted. Every effort should be made to meet these representations and commitments. Please keep the Office advised of the steps being taken to comply with the conditions imposed in this Notice.

Daniele Buzzerio
Commerce National Bankshares of Florida, Inc.
June 5, 2026
Page4
If you have any questions, please contact the Office at (850) 410-9513.
Sincerely,
Ben F. Brinkley III
Director
Division of Financial Institutions cc: Federal Deposit Insurance Corporation, Atlanta, Georgia Federal Reserve Bank of Atlanta Bureau Chief, Bank Regulation, Office of Financial Regulation Agency Clerk, Office of Financial Regulation

Daniele Buzzerio
Commerce National Bankshares of Florida, Inc.
June 5, 2026
Page 5
NOTICE OF RIGHTS
You may request a hearing to be conducted in accordance with the provisions of sections 120.569 and 120.57, Florida Statutes. A request for such a hearing must comply with the provisions of Rule 28- 106.104(2), Florida Administrative Code, and either Rule 28-106.201(2) or Rule 28-106.301(2), Florida Administrative Code, and must be filed with the Agency Clerk as follows:
By Mail or Email
Agency Clerk
Office of Financial Regulation
P.O. Box 8050
Tallahassee, Florida 3 2314-8050
Phone: (850) 410-9889
Agency .Clerk@flofr.gov
OR By Hand Delivery
Agency Clerk
Office of Financial Regulation
General Counsel's Office
The Fletcher Building
101 East Gaines Street
Tallahassee, Florida 32399
Phone: (850) 410-9889
Your request must be filed within 21 days of the date of receipt of this Notice. YOUR FAILURE TO RESPOND TO THIS NOTICE WITHIN 21 DAYS OF RECEIPT WILL CONSTITUTE AW AIVER OF YOUR RIGHT TO REQUEST A HEARING AND A FINAL ORDER MAY BE ENTERED WITHOUT FURTHER NOTICE. In the event that a hearing is requested, all parties will have the right to be represented by counsel or other qualified representative, to offer written and oral testimony, to call and cross-examine witnesses, and to have subpoenas and subpoenas duces tecum issued on their behalf. Pursuant to
Section 120.573, Florida Statutes, you are advised that mediation of this matter is not available.
In accordance with the Americans with Disabilities Act, persons with disabilities needing a special accommodation to participate in this proceeding should contact the Agency Clerk no later than seven (7) days prior to the filing deadline or proceeding, at the Office of Financial Regulation, The Fletcher Building, 101 East Gaines Street, Tallahassee, Florida 32399-0379, Phone: (850) 410-9889, or by Email: agency.clerk@flofr.gov.

Daniele Buzzerio
Commerce National Bankshares of Florida, Inc.
June 5, 2026
Page 6
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 5th day of June, 2026, a true and correct copy of the foregoing Notice of Intent to Approve was sent by electronic mail, to Ms. Daniele Buzzerio at DBuzzerio@cbt-fl.com Jason M. Guevara