COMMERCE BANCSHARES INC /MO/ 8-K

What Happened

• Commerce Bancshares, Inc. (filed 8‑K on April 27, 2026) owns 411,723 shares of Visa Class B‑2 common stock that were carried at zero on its March 31, 2026 balance sheet. On April 13, 2026 the company tendered all of those shares into Visa, Inc.’s public Exchange Offer (details in Visa’s Schedule TO and prospectus dated April 6, 2026). Commerce Bancshares says if the tendered shares are accepted and the exchange closes in Q2 2026 it expects to record a significant gain tied to the conversion privilege of the received Class C shares and the closing price of Visa Class A common stock.
• The company also disclosed it may reposition part of its available‑for‑sale (AFS) debt securities portfolio if the exchange is accepted, which could produce a significant loss in Q2 2026 depending on the size of any sales and market conditions.

Key Details

• 411,723 Visa Class B‑2 shares owned and tendered.
• Those shares were carried at zero value on Commerce Bancshares’ balance sheet as of March 31, 2026.
• Tendered into Visa’s Exchange Offer announced April 13, 2026; Visa’s tender materials filed April 6, 2026.
• Possible outcomes in Q2 2026: a significant recognized gain from the Visa share conversion and a potential significant loss if AFS debt securities are sold to reposition the portfolio.

Why It Matters

• For investors, an accepted exchange could produce a large, one‑time non‑operating gain in Q2 2026 (since the Visa shares were carried at zero), which would boost reported earnings for that quarter.
• Offsetting this, the company may sell debt securities to rebalance its portfolio, which could create a sizable one‑time loss in the same period — the net impact depends on the gain amount, market conditions, and any reinvestment decisions.
• The outcome is conditional: gains or losses will only be realized if Visa accepts the tendered shares and the exchange closes; Commerce Bancshares is currently awaiting notification of acceptance.