UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~May~~July 121, 2026

Commerce Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Missouri

001-36502

43-0889454

(State of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)


1000 Walnut,
Kansas City,	MO	64106
(Address of principal executive offices)		(Zip Code)

(816) 234-2000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:

Title of class	Trading symbol(s)	Name of exchange on which registered
$5 Par Value Common Stock	CBSH	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 85.0102 Departure -of ~~Other~~Directors ~~Events~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~Commerce Bancshares, Inc.~~ (~~the “Company”~~e) ~~received~~On ~~notification~~July of1, ~~Visa~~2026, ~~Inc.’s~~the ~~(“Visa”)~~Compensation ~~acceptance~~and ofHuman ~~its~~Resources ~~tendered~~Committee ~~411,723 shares~~ of ~~Visa~~the ~~Class~~Board ~~B-2~~of ~~common~~Directors ~~stock~~of inCommerce ~~exchange~~Bancshares, ~~for~~Inc. a(the ~~combination~~“Company”) ofapproved ~~Visa~~two ~~Class~~special Btime-3vested ~~common~~grants ~~stock~~of ~~and~~restricted ~~Visa Class C common~~ stock units (“~~Exchange Offer~~RSUs”)~~. The tender was previously announced by the Company on Form 8-K dated April 27~~, ~~2026 and additional information regarding the Visa Class B-2 common shares exchange offer is provided~~ in ~~Item~~connection 2with of the Company’s ~~Form~~overall ~~10-Q~~succession ~~for~~planning, ~~the~~to ~~quarterly~~Kevin ~~period~~G. ~~ending March 31~~Barth, ~~2026. A~~Executive ~~full~~Vice ~~description~~President, ofand ~~the~~Charles ~~terms~~G. ofKim, ~~the~~Executive ~~Exchange~~Vice ~~Offer~~President ~~is set forth in Visa’s related Issuer Tender Offer Statement on Schedule TO~~ and ~~Prospectus~~CFO, each ~~dated~~of ~~April~~whom 6,is ~~2026,~~a ~~publicly~~named ~~filed~~executive ~~with~~officer of the UCompany. ~~S. Securities and Exchange Commission.~~

AsEach aRSU ~~result~~grant ofrepresents the ~~Exchange~~right ~~Offer~~to receive 44,262 shares of the Company’s ~~marked~~common ~~its~~stock, ~~Visa~~subject ~~Class~~to Cadjustment ~~common~~as ~~stock~~described toin ~~fair~~the ~~value~~RSU agreements, and ~~recorded~~subject to vesting on a ~~pre~~three-~~tax~~year ~~gain~~cliff basis, contingent upon continued employment. The awards are governed by a form of ~~$99~~RSU ~~million,~~agreement ~~based~~substantially onin the ~~conversion~~form ~~privilege~~previously ofused by the ~~Visa~~Company ~~Class~~for CRSU ~~common~~grants ~~stock~~included in its 2026 long-term incentive equity awards and ~~the~~filed ~~closing~~as ~~price~~an ofexhibit ~~Visa~~to ~~Class~~the ACompany’s ~~common~~Form ~~stock~~10-K onfor ~~May~~its 8most recent fiscal year, ~~2026~~except that (i) pro rata vesting will still occur in the event of the officer’s death or disability, but not upon retirement prior to the end of ~~$318.79~~the ~~per~~vesting ~~share~~period and (ii) the non-competition covenant applies following any termination of service for any reason. The ~~Company’s~~foregoing ~~Visa~~summary ~~Class~~description Cof ~~common~~the ~~stock~~terms ~~shares~~of ~~are~~these ~~expected~~special toRSU ~~continue~~grants tois benot ~~marked~~complete toand ~~fair~~is ~~value~~qualified onin aits ~~recurring~~entirety ~~basis~~by ~~using~~reference to the ~~Visa~~full ~~Class~~text Aof ~~common~~the ~~stock~~form ~~shares~~of asthe ~~evidence~~related ofRSU ~~orderly~~award ~~transactions~~agreement, ~~between~~which ~~market~~is ~~participants~~filed ~~for~~as ~~similar~~an ~~securities~~exhibit ~~issued~~to bythis ~~Visa~~report.

~~The~~Item Company also approved a plan to reposition a portion of its available for sale debt securities portfolio, subsequent to the successful close of the Exchange Offer, through the sale of securities with an amortized cost of approximately $911 million9.01 ~~The~~Financial ~~securities~~Statements that the Company plans to sell have a yield of approximately 2.5%, which is expected to result in a pre-tax loss of approximately $95 million. The Company expects to reinvest the proceeds into higher yielding interest earning assets of approximately 4.0%. The Company expects the repositioning to increase net interest income, reduce earnings volatility, reduce exposure to changes in interest rates, and enhance the overall quality and flexibility of its balance sheet. The cumulative impact of the gain on Visa stock as a result of the Exchange Offer and the anticipated securities reposition is expected to be approximately neutral to the Company’s Common Equity Tier 1 ratio. The timing and amount of the loss ultimately realized on the available for sale debt securities and the reinvestment assumptions may depend on a number of factors, including market conditions, the future price of Visa Class A common stock, and other considerations.Exhibits

~~Exhibits~~10.1 Form of Notice of Grant of Award Agreement for 2026 Special Restricted Stock Units, pursuant to the Commerce Bancshares, Inc. Equity Incentive Plan

~~99.1~~104 ~~Press~~The ~~release~~cover ~~dated~~page ~~May~~from ~~12,~~this ~~2026~~Current ~~announcing~~Report ~~Visa~~on ~~exchange~~Form ~~offer~~8-K, ~~acceptance~~formatted ~~and~~in ~~results~~Inline XBRL.

104 The XBRL tags on the cover page of this Form 8-K are embedded within the Inline XBRL document.

SIGNATURE

~~COMMERCE~~Pursuant ~~BANCSHARES~~to the requirements of the Securities Exchange Act of 1934, ~~INC.~~the ~~By:~~Registrant ~~/s/~~has ~~Paul~~duly A.caused ~~Steiner~~this ~~Paul~~report A.to ~~Steiner~~be ~~Controller(Chief~~signed ~~Accounting~~on ~~Officer)~~its behalf by the undersigned hereunto duly authorized.

~~Date~~COMMERCE BANCSHARES, INC. By: ~~May~~/s/ ~~12,~~Steven ~~2026~~A. Brandjord Steven A. Brandjord Controller(Chief Accounting Officer)

Date: July 6, 2026

Filing Compare · COMMERCE BANCSHARES INC /MO/